Powerpuff Girls and Ben 10: When All Else Fails
by MegaRdaniels
Summary: When Mojo Jojo implanted a negative component to Chemical X so named as Chemical -X , The girls turned evil and are forced to do Mojo's bidding. However, one develops an immunity. But when an unexpected visitor comes to Townsville, the city becomes from the home of the Powerpuff Girls to a town home to anarchy. A Buttercup/Ben Pairing. (I don't own this pic.)
1. Chapter 1

**Disclaimer****: I do not own the rights for The Powerpuff Girls and Ben 10. They belong to their rightful owners.**

**Hi! You remember me from writing Animation Death Match? Of course you do. I'm also the fanfic author of TT and B10: Reincarnation Displacement. If you haven't read those nor you know who I am, than that's okay. I get that alot. Anyway, here is a crossover between 2 superhero shows. One that is a classic legacy and the other is a modern legacy. I hope you guys enjoy reading this as much I enjoyed writing it. Enjoy!**

**The Turn Tables of Townsville.**

In the city of Townsville lived the ever famed Powerpuff Girl sleeping on their bed as the sun waned in the sky. The moon rose in the black night letting out a shimmer of it's own light to the Earth below illuminating the city with it's soft, shimmering glow. As the 3 girls slept through that peaceful night, just ahead of the city was an obserbatory on top of a volcano. This lived the evil Mojo Jojo, and he was not alone. There lived Princess, and Him. That was it. The other villains either refused or just too lazy to get up. Jojo explained his plan like always to not just get of the girls like always but to let them join their legion of evil. Princess as spoiled and rotten as she was doubted that Jojo's plan was bound to succeed. This was Jojo's 4,000th attempt to either wreck or destroy the girls. It had been almost 4 years since he tried. He was getting old. Alot older than anyone could count. He stated to the villains that this was the ultimate plan of ultimate plans. To re-enginere their genetic make up to make them intimmidating, manipulate their mentalities so they could "think streight" and also a backup device so that way if they regain some of their control, he could "tinckle" with their nervous system, injuring them badly. For these villains, this seems a little harsh on the girls, even for Him.

"Mojo, I can't believe I'm saying this but, you are getting a little crazy. Crazier than me," said Princess.

"Yeah, I mean I may be evil and all that, but really. This is getting old. Very old, very quickly," said Him.

Jojo grunted frustration. He recognized the changes with these guys. Ever since the girls had the key, they only occured either once a month, or not at all. The girls were powerful enough to sentence them to execution. The city ws peaceful and was one of the safest places on Earth. With three mutated, little girls, the citizens both love and feared the heroins and that is what Jojo is willing to release. The dark side of the Powerpuff Girls. Princess and Him didn't like Jojo's plan. They had a feeling that these girls will not just destroy the city, but anniahlate humanity. As villainous as these guys were. They refused until Jojo closed the hatches of the laboratory.

"What the..." Him began.

"What are trying to do? Kill us?" Princess asked rudely.

"In fact I was. You haven't listened all the way through," said Jojo.

"Even if your plan succeeds, how are you willingly be able to control the girls?" Him asked suspiciously.

"Simple, like I said before, if they are unwilling to do my bidding, then I Mojo Jojo will shut them down." he said.

"Shut them down?" Him asked.

"Kill them? You're going to kill the Powerpuff Girls by..."

"Tinkering with their nervous systems, and you are asking how am I willing to do that? Well, like I stated before, my plan is for you guys to start a fuss in Townsville. After that, the girls will come and try to stop you. That is when I Mojo Jojo will shoot these up in their neck."

Mojo Jojo showed them a small black and yellow dart filled with an unknown serum that he calls Chemical -X, the exact oppisite of Chemical +X. He says that something in the chemical affected their mindstate. He corrected it by making a carbon copy of the element, but only one thing missing. No sugar, no spice, nothing nice, just random samples of radioactive elements, rare molecules, solar particles and multidimensioal formulas that beats the all fabric of astrobiology. Instead of black, the negative component was white. So he explains further into the plan which made the villains slowly but surely intersested.

"So make a fuss, girls come, you come and blow the darts. But what if they, you know pull the darts off before the chemicals could enter their system?" Princess asked.

"They will," he said, "The chemicals will enter their system. I know where to hit them. Years of being beaten by the girls, thus learning more about their anatomy wil pay off."

"I hope so," said Him as they began to exit the laboratory. Jojo grabbed three darts and a tranquilizer gun. He also grabbed a map unto where to hide. Not to far, but not to close. Not to familiar, but not to alien. He needs to do this right.

Meanwhile in the girl's room, the phone rang. A girl zoomed over to the phone answering it. She had a pink night gown of some kind and pink eyes with that. She had a red bow on top of her head.

"Hello?" Blossom asked.

"Yeah, hello. This is the mayor!" We need your help. Robbery in the bank. 2 of your rivals. Bank robbery help!" yelled a man called The Mayor.

"On our way," said Blossom as she alerted her fellow sisters. One of them wore a green night gown. She had dark, green eyes and had black hair. She yawned before another girl woke up. This one was blonde with blue eyes. Buttercup and Bubbles got into the window and flew out to the city.

"At the bank, Princess was carrying two bags of money as well as Him, who was confused by why he needed money in the first place.

"Stop complaining," the girls are going to be out soon, so keep a close eye on them.

"So far no cops are out," said Him noticing that the cops haven't showed up yet until the last minute when the girls arrived.

"Oh, well, well, well, if it isn't the girls in gowns. How classy," Princess taunted.

"Huh, who's laughing when I shove that smug smile down your throat," threatened Buttercup.

"Return to your old ways, huh?" Blossom asked.

"Oh, but I'm not the only one doing this," said Princess.

"Yeah, yeah. We heard it 4000 times already. And honestly it's getting old," said Bubbles.

"Tell that to the monkey," Princess said under her breath.

"And why is Him stealing money from the bank? I thought that he could just take over the world with his supernatural powers," stated Blossom.

"Eh, with the old comes with the new right," said Princess.

Getting frustrated Blossom orders them to surrender once again. But refused like always. So they attempt to do what they do best, kick their asses. As the girls flew towards the evil duo, Jojo appeared out of nowhere and shot all 3 down at once. One he did, the 3 girls fell into Him's sack which was empty all along - except Princess. She actually stole the money.

The cops finally arrived to see that no one was there. On top of the roof of the bank hiding from plain sight, Princess, Him, and Jojo were roof jumpig back to Jojo's lair.

Back in the lair, Jojo laughed maniacally knowing that he took them down. Princess remained curious though - even though she was counting her money that how would Jojo would gain control of the girls easily. He said to the duo that the chemicals are ating away the +X's chemistry.

"They're dying?" Him asked.

This surprised Princess, "They're dying? I thought..."

"They're +X chemistry is dying. The -X chemistry is taking over. To take heed of the girls, I must lock them in this cot and plant this biomachanical weapon into their system. Thus will make them obey my ever command.

"To take over the town?" asked Him.

"No, to take over the entire planet with an iron fist," Jojo said once again laughing maniacally.

Jojo implanted his biomachanical machines on top of their heads. As the bugs looked for a nerve to settle in, Buttercup was somehow conscious. It seems that her +X chemistry was trong enough to wipe out the negative X. She felt the bug in her system. She tried to move, but it seems that her body was paralyzed. She managed to sweep the bug off her with her only working arm. She turned around and saw that her fellow sisters were unconscious slowly turning pale, paler than usual.

"Holy hell," she whispered in horror. Afterwards, she saw Bubbles opening her eyes. It wasn't blue at all, but it was beady red. Her hair became frizzy and the chemistry of her changed from happily yellow to pale green. She turned her head around eerily to her concious sister.

Besides her, Buttercup turned around and saw Blossom wide awake. Her chemistry changed majorly. Her hair color changed from orange to blood red. Her eyes became redder than usual, and what freaked Buttercup out was when he witnessed the increased strength of her two sisters. They bursted out from their metal cuffs. They got up walking towards Jojo bowing to him. He also took a glypse at Buttercup who was somehow immuned to the serum. This was strange.

"Lord Jojo," said Bubbles and Blossom in unison with a Satanic-echo over their normal voice.

"What the..." This was freaking Princess and Him out. Mostly Him.

"Lord Jojo?" Buttercup was becoming fearful.

"Buttercup, It's a shame that how your body is somehow immuned to the serum. But now after 4 years. Vengeace shall be mine," said Jojo.

"Wait until I get over there and kick your..."

"Oh but, wait. You won't. See, there's a thing I, Mojo Jojo, want to tell you that it won't be me that you would be fighting..." he said before he snapped his fingers which bidded Blossom to fly over and give Buttercup a powerful punch in the jaw. Buttercup crashed on a wall.

"...it shall be your sisters," said Jojo as Bubbles joined in. Paralyzed Buttercup was no match for the 2 active, bt dangerous superheroes turned supervillains.

The fight continued, well abuse anyway.

"Blossom, how about you drop our friend off, you know what I'm saying," said Jojo as Blossom forcfully grabbed Buttercup's head and threw her outside. Buttercup landed on the ground unconcious.

To celebrate, Jojo laughed maniacaly along with the now evil 2 out of 3 Powerpuff Girls.

Him and Princess joined. And with the 2 girls genetically manipulated by the town's notorious villains, it's future will be unlike anything anyone would imagine it to be.

**Author's Notes: ****I never done a PPG crossover before. Seen the show when I was little, I loved it. So yeah. Anyway, tell me what you think of thestory so far. Want more chapters. Always review they are always appreciated. Also one more thing. I read a fic that the girls befriended Courage, which was awesome which inspired me to write this fic. So again yeah. Tell me wat you think of the chapter and what's going to happen next until we meet again, this is MegaRdaniels signing out.**

**Peace!**


	2. Chapter 2

**Disclaimer:**** I do not own Ben 10 or The Powerpuff Girls. They belong to their rightful owners.**

**Wow, this is getting interesting. Well, here is the second chapter of The Powerpuff Girls and Ben 10: If All Else Fails.**

**Evil Shimmering Over Good**

Just miles away from Bellwood, a black and green car was passing by. In the car was a boy who had black hair, who wore a black shirt over a gray T-shirt, and he had brown eyes. Kevin was his name and he was driving his car with his passangers. One of them was a girl. She had orange hair, emerald green eyes, and she wore a blue shirt over a white shirt, and a black skirt. Gwen was asleep after defeating a group of DNAliens. And last but not least, in the backseat was a boy who had emerald green eyes, wore a green jacket with a number 10 on the side over a black shirt, and he had on jeans. He also wore a strange watch on his wrist. This was the ever known Ben Tennyson. He too was also asleep after defeating a group of DNAliens.

By the time they arrived to Bellwood, Kevin passed through Mr. Smoothies. Knowig that if Ben was awake, he would litterally get out of the car to get a drink. Finally they made it to the suburbs.

Kevin reached for the backseat and tugged on Ben to wake him up.

"No, no. The strawberries goes undernieth the smoothie, not over it," Ben said in his sleep.

"Ben," Kevin said softly not to wake Gwen but loud enough for Ben to awake.

"Huh? Kevin? Where am I?" Ben asked.

"Home, dude. Just across from you," Kevin said.

"Oh," said Ben stretching his arms and yawning. He got out of the car and closed the door. He went streight for the front door and enterned his house. Manwhile with Kevin, he was just a block away from dropping Gwen off - until he saw a maniac in the front of the road. Kevin hit the breaks just in the nick of time. He honked his horn, demanding the person to move out of the way.

"Hey, yo move!" Kevin demanded.

"That's no way to speak to a person now is it?" askd the stranger in a ratherly convincing British accent.

Kevin brightened his headlights and saw that the stranger was none other than Paradox.

"Cut Odin's beard and feed it to my dog, well is this a surprise," Kevin groaned in annoyance knowing that if Paradox is present, normally the universe is at stake.

"Hello Kevin," said Paradox.

"Hello is not a word I would describe," said Kevin, "I would rather go with either 'sup or peace. And in this situation it's peace," said Kevin.

"I know that you would say that," said Paradox, "But this time, it's not one of those ties. The times tht you automatically assumed."

"Like what?" Kevin asked.

"Something that not only you would not grasp, but anyone who hears about it," said Paradox.

Moments later, Paradox told Kevin to get Ben and to wake Gwen for what Paradox was about to tell the trio.

"...say what?" Kevin was the first to break the silence after Paradox told them the situation.

"A town run by little girls?" Ben asked.

"Yep," said Paradox.

"Hard to believe," said Kevin.

"How is that possible?" asked Gwen.

"These three girls have the power of millions of atomic bombs put together. They are mutated superexpirements," said Paradox.

"I thought they were little girls," said Ben.

"Little girls with a heart that is radioactive, not human in our book," said Paradox.

"Aliens then," Kevin guessed.

"Not even close Kevin," said Paradox.

"Then what are they?" Gwen asked.

"That's just it, Gwen," said Paradox, "Just normal, little girls."

"So in this case, normal little girls fly up in the air in supersonic speed with light shooting up in their ass, have superstrength, superspeed, and can fly up in space without the aid of oxygen. Yep, they're normal to me," Kevin said sarcastially before he was nudged by Gwen.

"Owch," said Kevin.

"So what happend?" asked Ben.

"They were manipulated by a maniacle monkey," said Paradox before he was interrupted by Kevin.

"A mad scientist," Kevin guessed.

"No," said Paradox, "A real live monkey. A amphropomorphic monkey," said Paradox.

"A personified monkey. Planet of the Apes refrence," said Kevin.

"Wow, just wow," Gwen said.

"Yes, Mojo Jojo is his name, and for that. He had been the Powerpuff Girls..."

Kevin began to chuckle.

"Powerpuff Girls? That's rediculous. Who came with that crap! Sounds more like an annoying Pop band than it does for the title for a trio of superheroes," Kevin joculated before he was glared by Gwen which later on Ben began to giggle. However like someone ever seen this coming, Paradox shared a giggle for a second before he cleared his throat. Kevin and Be stopped.

"Yes, the girls, Bubbles, Blossom, and Buttercup were enemies with Jojo," Paradox said when Kevin laughed uncontrollably at the names. "Was their father high?" Kevin laughed. Ignoring Kevin's rude behavior, Paradox continued on. Telling the trio about their history, how they became the heroes of Townsville, and then later on the planet to the recent incident that destroyed law and order on the entire planet.

"So after 4 years, the town was safe until that monkey kidnapped the girls somehow and manipulated their DNA by the same chemical that brought them to life?" Gwen asked.

"Yes, but it was the oppisite. The negative coponent destroyed something in them that made them whole. They became from the soul Townsville to humanities biggest threat," said Paradox. He went on and on, until finally he gave them a warning. And that warning is to watch out for the girls themselves. The villains he told them about formed a resistance group long ago, but later died out. The only one standing is the Yalen.

"Who's the Yalen?" asked Kevin.

"The Yalen is no one and everyone. Find it, and it'll help you against onslaught," said Pradox.

"Alright, kick some butt, save the town, but what about Ben and his Omnitrix?" asked Kevin.

"People would think that Ben's aliens are nothing ore but random monsters that appear from out of nowhere. That's another thing. Ben, do not turn into Humungusaure or Way Big. That will cause the girls to react to kill you," said Paradox.

Ben understands as they were transported in a flash of blue light.

**Author's Notes:**** Hi, this is the second chapter of The Powerpuff Girls crossover with Ben 10. What are your thoughts? Tell me what you think in the reviews and I promise I will update. So yeah. Until we meet again, I bid you all an adieu and...**

**Peace!**


	3. Chapter 3

Disclaimer: I do not own PPG or Ben 10. They all belong to their rightful owners.

You all waited for this, here is the next chapter of PPG/Ben 10: When All Else Fails. I hope you guys enjoy, and feel free to review. Or if you have ay questions about the fic, feel free to message me.

The Woman Of Mystery

It had been nearly 3 years since the PPG turned against the ones thay once protected. Now, they have become humanity's greatest threat, thanks to Mojo's ingenious plan. As Mojo sits peacefully watching the girls ever so lightly destroying their reputation thus commiting all sorts of chaos, in downtown on top of a commercial tower building, a flash of blue light shimered the now, permanent night sky, by that, when the sun does shine over the city, the cultures of the night never dies. On the tower stood a man wearing a lab coat and goggles, a teenaged girl wearing a blue shirt and a black skirt, a teenaged boy wearing a green jacket with the number ten on the side and another teenaged boy wearing a black shirt over a gray shirt and jeans. Paradox showed the horrific sight of what was once Townsville.

"It looks more like Jersey at night," said Kevin.

"For once Kevin, you're right," said Ben.

"What happened here?" asked Gwen horrified at the sight.

"Have you all been listening?" asked Paradx, "Mojo had genetically manipulated the girls into a deadly weapon, creating a world of none stop destruction."

"Darn," Kevin mouthed.

"So where do you supose we shuld find this Yalen?" asked Ben.

"You won't find her, she will will find you," said Paradox as he looks at his watch, "Tootle loo," he said.

"She?" Ben was confused.

"Once again we are here to stop a menace from doing who knows what," Kevin complained.

"And how do we suppose to find this Yalen anyway?" Gwen asked.

Ben facepalmed.

"He told s that she would find us..."

"She?" Kevin was lost.

"...yeah, same reaction," said Ben, "...but, yeah. He told s that we don't her, we let her come to us."

"How?" Gwen asked.

"Well, uh. Haven't though of it. Let's just lok around," said Ben.

"Traditional or Untraditional?" Kevin asked hoping that Ben choose the untraditional way to look.

"Traditional," said Ben.

Kevin groaned, "Great."

Gwen formed a pink slide for the to slide down to the ground. Once there, they blended in by putting on civilian clothing, not to look too suspicious.

"Okay, what we need to do is to scout for this Yalen and stop whoever is doing this," said Ben.

"Right," Gwen and Kevin said as they began to look. Kevin wasn't too happy.

In downtown, people were strolling along heavily armed while rolling rusty shopping carts along the roads. Near a building, the trio noticed red flags everywhere with a green monkey with a red and white jar on his head smiling putting a thumbs up with the text on the bottom that says, Jojo is King in white bold letters.

"This is just like Stalin all ver again," Kevin said.

"Hush," Gwen told.

"What?" Kevin asked.

Ben then noticed a gang of green thugs beating a man wearing a worned out lab coat to death.

"What in the living.." Ben said as Gwen turned around and saw the horror. Kevin was wide eyed.

"Hey yo!" yelled Kevin.

The gang turned around and saw a teenaged boy with the black shirt yelling and threatening them to stop and apoligize to the man they were beating.

Ben and Gwen were shocked. Normally Kevin would just charge and hit you first and ask questions later, but the town already suffered enough.

"Yeah who you suppose to be?" asked the member wearing sunglasses named Ace.

"The one who gonna kick your butts," said Kevin. Ben and Gwen stood aside along Kevin. The people were shocked at this. Eversince the Powerpuff Girls turned evil, nobody had the guts to fight them off - until now.

Ace chucked at Kevi's quote unquote foolishness.

"You, greenbean, and sweetcheeks have no idea who you messing with," Ace said.

"Yeah, messin' with," said another member who was very slender and had that snake persona named Snake.

"Messin wit'," said the bigger member of the group.

The other one who was bare footed blew raspberries while the other stood silent for now.

"Yeah we shall see about that," said Ben lifting his arm revealing the Omnitrix. Gwen powered up as Kevin was near the ground about to absorb the minerals.

The gang were confused, what really caught their eye was Ben's watch. That alone was a bad idea. Hower the gang had no idea what it was. All they now was that it was shiny and that it could be very valuable despite of the many things that hey have stolen.

"Hm," Ace thought as he threw the man to the ground.

"Alright, his life for yours," said Ace popping his kuckles as he began to deliver the first blow starting with Kevin. Kevin absorbed the minerals from the ground and punched the living daylights out of Ace. As Ace was down, Snake was charging at Gwen as Big Billy, Grubber and Weevil headed straight for Ben. Gwe made a forcefield around them which scared them for some reason. They punched Gwen's shied cracking it a little which made them a little confident that the would breach through. Gwen alaremd Ben to hurry up. Ben lifted up his arm and activated the Omnitrix. Meanwhile with Kevin, Ace woke up and saw a happy Kevin popping his knuckles as he heads for him. By the time he was at his space, Kevin piked up Ace by the collar as raised his fist above Ace's head.

"Last words before he you night-night?" asked Kevin.

"Yeah," Ace said having a smuggish look on his face when all of a suden Kevin, Gwen and Ben and the other gang members heard a sonic whoosh from the sky.

"Better call your priest, you just signed yourself a death warrent," said Ace as Kevin fearfully drops Ace. Ace orders his fellow gang member to flee.

"Why they running?" Kevin asked as Gwen depowered, then suddenly Kevin was hit. He flew into a building at full force. Dropping in immense force were two girls. A blonde and a red head with red eyes.

"Those must be the Powerpuff Girls Paradox warned us about," said Ben.

Gwen was horrified that Kevin was shot by a red beam of light.

"Kevin!" Gwen yelled in horror.

"Next time it will be you. Next time, we won't be so nice," said the red head with the bow on her head named Blossom.

"So watch your back," said the blonde girl named Bubbles. The girls weren't like they once were 4 years after they were genetically manipulatd, they were about the same age as Be and Gwen.

Kevin woke up and saw the grils each wearing red belly shirts and black skinny jeans.

"What in the living..." Kevin was about to say. He got up and absorbed the asphalp below as he charged towards Blossom only to be punched and Earth slammed on the ground, nijuring him.

"Kevin!" Gwen and Ben yelled in horror in unison as Gwen powered up and Ben activating his Omnitrix, setting it up for transformation and then finally pressing the dial down. He was engulfed in emerald green light and when the light died down standing at his place was a blue mothman with green eyes.

"Big Chill!" Ben yelled.

Blossom and Bubbles were confused.

"You transformed, how do you do that?" Bubbles asked as the people were amazed at Ben's transformation but mostly at Gwen's abilities.

"How ould like to find out after make you pay for injuring our friend," Ben said as he flew over to Bubbles as Gwen ran over to Blossom.

"Well then, I think we shall find out the hard then," said Blossom as she charged towards Gwen only to be blasted by pink energy bolts by Gwen.

**Author's Notes:**** Hi, this is MegaRdaniels with the chapter that you guys just read. i hope you guys enjoed it. Tell me what you think about it, and feel free to ask questions, I have no problems of answering them (related to the story or in my profile but keep it clean). I will respect your opinions. Tell me what you think and I will get back to you momentarily. Until then, I bid you all a adieu and...**

**Peace!**


	4. Chapter 4

**Disclaimer: I do not own PPG or Ben 10. They all belong to their rightful owners.**

**Hey! this is MegaRdaniels. I am back with a fresh new chapter for all of you. I hope you guys liked it, and boy this had been a long time. So yeah. Anyway, here is the brand new chapter of The Powerpuff Girls and Ben 10: If All Else Fails.**

**The Yalen**

During the horrfic battle, Big Chill flew over to Bubbles and blew supercool air towards her. Bubbles dodged the attack and kicked him on his face. That kick alone sent Ben to fly 2 stories up into a building. Bubbles flew up rapidly and delivered Ben multiple blows on his chest. He was in increidible pain. Finally, Bubbles punched Ben to the street below, not before Ben touched the badge on his chest and transformed into a red stingray with wings.

"Jetray!" Ben yelled as he flew back up and zapped Bubbles with his green energy bolts. Bubbles was hurt but then managed to fly over and give Ben a punch only to be missed and thrown by Ben. Kevin in the otherhand picked up a large rubble of the area that he crashed and threw it at Bubbles. Then, Ben joined in and shot her again with his green energy bolts. Bubbles was down.

Meanwhile with Gwen, Blossom and Gwen were fighting hand to hand at first but soon turned deadly. The people that saw this were impressed about the abilities of these 3.

The man who wore the labcoat named Professor Utonium rubbed on his head and witnessed a vicious battle between his daughters that turned against him and three newcomers that he wasn't familiar with. Then suddenly, he blinded by a bright green flash of light. When it dided down, The Professor was dumbstrucked. What he saw was a humanoid tiger with green eyes and with muscles that could outcompete the strongest of all men.

"Rath!" The Professor overheard the creature calling itself Rath bellowing his name. It wasn't until long when Bubbles regained consciesness to fly over and push Rath to a nearby building in additon to zapping him with her laser vision which did to little to no damage.

"What the hell?" Bubbles was surprised, then without any warning, Blossom was thrown to her.

Rath blasted his way from the building to give Bubbles a fiercesome knuckle sandwitch. Blossom got up immediately and saw the the tiger dashing it's towards her. Blossom flew over only to be delivered by Rath's powerful punch. Blossom was sent flipping through the air before landing on her face. Bubbles was delivered a butterfly kick by Gwen and was later slammed by Kevin.

"The Powerpuff Girl," Kevin spat out blood, "They ain't so tough."

"Let me tell you something Kevin E. Levin," Rath was engulfed in emerald green light and was replaced by the teenaged boy wearing the green jacket.

"One of the girls just socked you to a building," said Ben.

"Uh, guys?" said Gwen pointing to Blossom who was getting up. She was all bruised up, scraped and cut.

The professor couldn't help but sob. "Help me," said Blossom softly as she attempts to attack Ben. Ben lifted up his arm and Kevin was ready to deliver her a final blow until another person jumps out from the sky and lands in front of Kevin. The person wore all black, had a black mask and had a fine physique. The person had guns in her sheathe which resided in her pockets anxious to be used.

"You will recieve more than what you have been given if you won't leave here," said the person.

"The Yalen," Blossom said, "You haven't seen the last of us." Blossom picked up the unconcious Bubbles and flew away. The people cheered at the newcomer's victory against te two girls.

They crowded around Ben, Kevin, and Gwen. The Yalen took a dark glympse at the trio. Ben took a look at the dark figure.

"The Yalen?" Ben said.

The Yalen ran away and dissapeared into the darkness.

"What's wrong Ben?" Gwen asked.

"I don't know, something fishy," said Ben.

**Author's Notes:**** If you want more chapters, please review on what you think or private message me of you think. Do you thikn it was gold, or a silver? Let me know and I promise more chapters will come your way.**


	5. Chapter 5

**Disclaimer: I do not own PPG or Ben 10, they belong to their rightful owners.**

**Hi again, and welcome back! Here is the brand new chapter for the fanfic Powerpuff Girls and Ben 10: When All Else Fails. Enjoy!**

**The Shrewd Dissapointment**

****Blossom and Bubbles returned to the volcanic observatory bruised up and cut. Mojo expected them to fight, win and succeed like always, but today, he'll be receiving far more than what he expected. When they arrived, they crashed to the floor. Mojo was shocked let alone confused.

"What the hell happened?" he became angry when he saw tHeir flesh wounds.

"A newcomer, a trio of newcomers did this!" Blossom told, "One made of steel, another from magic of some kind and a shapeshifter."

"We did not sign up for this," Bubbles said darkly, "to be beaten nearly to death."

When Princess came in, she dropped her jaw. Princess didn't wear her casual super villain outfit like she did when she was little, but instead she wore yellow boots, long black socks, a yellow skirt, a black belly shirt added by a diamond belly button ring, and had an hourglass physique. In other words, she had a more mature look. Princess Morebucks was 16 years old. She couldn't keep herself from bursting out laughing when she saw the current condition of Blossom and Bubbles.

"What could have done this to you guys?" Mojo asked peeved off.

"We just told you," said Bubbles. "They were too strong."

"We almost had them if it wasn't for the Yalen. Since the death of Buttercup, many rebellious groups emerged," Blossom said.

"Probably the trio must be working for the rebellion," said Princess.

"Or have something else in mind," said Mojo, "What if we could convince them to join us?"

"Impossible, the man seem to be far gone in the path of good. Why not you use that dart you used 4 years ago?" Blossom asked.

"It might work," said Mojo until someone bargued in. The man that barged in was a man who wore sunglasses and had green skin.

"We have some information for you Lord Mojo. Something that you would like to see, I was lucky one of my posses took the picture," said Ace.

"What picture?"

"This," Ace showed Mojo a picture of a kid wearing a green jacket with the number 10 on the side wearing a strange watch on his left wrist.

"You showed me a picture of a kid in a stupid jacket?" Mojo was pissed.

Pace became trepiditious.

"No, my liege," Ace bowed before him apologetically, "look at what he's wearing."

Mojo took a closer at the kid in the photo. What caught his eye was the strange watch on his left wrist.

"What the hell?" Mojo was puzzled.

"I believe that's the source of his power, and the other ugly dude, the big one wearing the black shirt, he can absorb living matter and use it as armor. I'm not sure about the girl though. The jacket boy is a mystery to me," said Ace.

Bubbles soon got into the conversation and spotted the boy in the photo.

"That's him Mojo!" she pointed the watch to Mojo, "the watch on the boy's wrist. It transformed him into a tiger. Big, scary, mean, arrogant..."

"We get it Bubbles," said Blossom, "Lord Mojo, just before the tiger man began his assault, he calls himself Rath."

"Pfff, no wonder why you guys look like trash dumpsters," Princess said.

Mojo thought for a moment before he gave the order to the two girls.

"I do not know anything about this boy, but follow him around anstuffy him. Find his weakness and use it against him. Force him to join us if you will, but don't expose yourself. You'll look worse than you already do," said Mojo.

The girls acknowledged and flew off.

"I can't believe you gave them the slip, are you afraid that they are going to fail again?" Princess asked curiously.

"No, not in the very least, on so they fail? I shall shut them down," said Mojo heading to his fish, "but don't think that if the girls die out, my order will end, no. In fact, I have prepared for this." Mojo walks towards acurtain and pulls it off, revealing a horrifying display of Powerpuff Girl clones.

Princess was appalled.

"Say hello to the next generation of the PowerXGirls 2.0!" Mojo laughed maniacally.

**Author's Notes: Tell me what you think of this chapter and more chapters will be on the way. **

**Peace**!


	6. Chapter 6

**Disclaimer: I do not own PPG or Ben 10. **

**Well it's here again. I was suppose to write this on Saturday, but had second thoughts. So yeah. Anyway, here is the new chapter for Powerpuff Girls and Ben 10: When All Else Fails. Enjoy!**

**The Big Snoop!**

****After their battle against the two mutated super-expirements, Ben and the gang were looking for a place to sleep for the night. All that fighting sure made them pooped. So, they began to seek for a safe haven for them to lay their heads. Meanwhile in the shadows, a black figure was snooping around. Stealthily hiding from the trio. The mysterious Yalen was curious about the new superhero trio. Where did they come from? Who are they? Those were the questions that were invading the mysterious stranger's mind.

By the time the trio found a safe enough haven for them to sleep in (in a ruined, apartment building), the Yalen slyfully snuck inside. Inside the building, the trio were nowhere to be seen. To avoid making a ruckus, she left the complex andscaled up the building. On the roof, she sat on the edge watching the moon as it treks across the star filled sky.

At around midnight, the Yalen was on the ground patrolling the streets since the cops were now nonexistent.

"Help!" she heard an old lady screaming.

It dashed through the streets following the terrifying cry to the source. By the time it got there, a woman with freakishly long black hair that moves around like snakes, Seduca was robbing an old lady. Even in dystopia Townsville, the smaller becomes are a lot common.

"Let the woman go," demanded the Yalen.

"Well, well, well, if it isn't the Yalen here to save the day," said Seduca mockingly.

"I said, let the woman go," said the Yalen now losing patience.

"Very well, she is no use to me anyway," shSheridan as one of her snakes bit the old lady's neck releasing tons of deadly toxins throughout her bloodstream, killing her instantly.

"NOO!" the Yalen exclaimed as she saw the old woman shaking violently. The Yalen rushed over to try to help her, but once she got to her it was too late.

Seduca laughs happily though that she got the money only to burn it.

She sweeps the dust from the burning cash off of her finger tips. The Yalen glared at Seduca angrily.

"They don't make heroes like they used too, do they?" said Seduca walking away. The Yalen chases after Seduca and grabbed her by the shoulder. Seduca turns around and smiled only to be delivered a menacing punch to the punch to the face.

"Wow, I haven't reicved a punch like that since...ever!" said Seduca charging towards the Yalen. The Yalen charged towards her ferociously. She flew over and punched the living daylights out of the aging Seduca. Seduca punched the Yalen out of her way as she tries to call over Blossom and Bubbles, but that sure failed when the Yalen grabbed her by the throat nd threw her to a building thus flying over and gave her multiple blows to the face. With the final act of vengeance, she raised her fist above the aging Seduca.

"Mercy," Seduca begged in her now raspy voice.

"I don't think I have anymore to give," the Yalen said as she attempted to end Seduca's life until she heard a voice from yonder.

"Hey, let the woman go!" demanded Ben in his fighting stance.

"This does not concern you, boy! Now leave!" the Yalen declared.

"It does concern me if someone is about to end someone's life! Now let her go, or else," warned Ben.

"...or else what." the Yalen said.

"Or this," said Ben revealing the Omnitrix, activating it, scrolling through his aliens, and finally pressing the dial down. When the light died down, standing in his place was a red, four armed alien life form.

"Four Arms!" Ben bellowed.

Both Seduca and the Yalen were confused. "You do not want to do this, I've killed men bigger than you," the Yalen warned.

"...yeah and I fought things a lot meaner than you," said Ben.

"Last warning, do not do this," the Yalen said.

"Are you gonna keep yapping, or are you gonna fight?" Ben was losing patience.

"I warned you," said the Yalen as she flew over and gave Ben a powerful uppercut resulting him to fly into the skies. Ben landed on top of an abandoned apartment complex. Ben leaped into the air and landed on the strepun and charges towards the Yalen. As Ben was throwing punches at the Yalen, it dodges them all until she was punched square in the face by Four Arm's third arm. Yalen was punched and thrown like a rag doll until she was finally punched to a building. Seduca had found the opportunity to flee. The people that witnessed the horrific fight between these guys fled to their homes.

The Yalen was throwing punches at the four armed being, but then suddenly she hits Ben in the wrong spot. She punched him on his chest where the Omnitirx badge was at causing him to transform into aNother different bred of alienlife form which both confused and scared the Yalen.

When the light died down, standing now in Ben's place was a white, radio-like alien life form.

"Echo Echo?" Ben was confused, "Why do you have to punch my..." The Yalen punched the living snot out of the little, white alien. She grabbed Ben and threw him to a building. When she entered the abandones building, she was blasted out by a surge of deadly sound waves. Out from the building were 5 Echo Echo clones racing out of the building. The Yalen was tired of the confusion, she immediately assumed that Ben was working for Mojo. So, she attempts to end his life. She picked up a car and threw at at the clones only to be destroyed by the deadly sound waves. The clones multiplied again and encircled around her.

"What is this? Some sort of joke?" the Yalenas aid angrily.

"Nope, just your medicine!" said one of the clones.

"Wall of Sound!" the clones screamed as they bellow out a huge ruckus that was so loud that it awoke the entire neighborhood. The glass shattered, the ears of the exposed were popped, everything. After that hellish event. The mask of the Yalen finally gave way from the deadly waves. The clones stopped and merged into one Echo Echo. Then suddenly, Ben was engulfed in the same emerald green light. When the light died down. Stadding by the place of Echo Echo was a teenaged boy wearing the green jacket. Ben approached the fallen Yalen.

"Now I have some questions, who is..." when Ben turned her around, he was shocked.

"My god," said Ben terrified.

**Author's Notes: Guess who's the Yalen? Take a wild guess at who's the Yalen! Until we meet again, I bid you all an adieu and...**

**Peace!**


	7. Chapter 7

**Disclaimer: I do not own Powerpuff Girls or Ben 10. They belong to their rightful owners.**

**Hey and its me again. This is MegaRdaniels bringing you another chapter for Powerpuff Girls and Ben 10: When All Else Fails. Please remember to review, they are always appreciated. **

**The Yalen Revealed.**

In Ben's apartment, he took the black-haired girl and placed her on the couch. He gentally laid her head on the soft pillow. When he did, he swept the long black hair from the girl's eyes.

"What the..." Ben said until he was interrupted by a female voice who gasped in horror.

"Ben, what the..."

"Gwen, shh," said Ben.

"Ben, who is this girl?" his cousin Gwen was worried. This eventually woke up Kevin.

"What's going on?" Kevin asked strething his arms.

"How about you ask Ben," said Gwen, "Ben, who is this girl, why does she look unconsious and why is..."

"...she the Yalen?" Ben finished, "Of course she is."

"She is? How?" Gwen asked.

"We had a fight outside. She was about to kill a woman with freakishly long, wavy, snaky hair, I don't know. All I know is that this girl has to be the Yalen. I mean she has to be," said Ben.

"Well, Doc said 'she' which was a dead give away," said Kevin.

Gwen sighed.

"But that doesn't explain why this town is nearly in ruins," said Ben.

As they bickered, the girl slightly opened her eyelids and saw the boy next to her. On the boy's arm was a strange watch. A watch that she never saw before. She looked up and saw the boy talking to a girl with red hair and a boy with black hair, the two teens she saw earlier.

She still feel a pit of anger raging through her, but she was still weak, too weak perhaps. She moaned and coughed as she tries to communicate with the trio. Her moan soon grabbed Ben's attention and soon the others.

"Who are you?" she asked.

"My name is Ben Tennyson, and I have some questions," he said.

"I think he means 'we'," Kevin corrected.

"Yeah, go easy with yourself," said Gwen.

"Got it, sorry," he said. He faces the fallen girl, "Now who do you work for?"

"I work for nobody but myself. The only man that I serve is the Professor, not the likes of you," she said.

"Well the likes of him is getting impatient," Kevin said.

The girl growled.

"Listen, we can play this the hard way or the easy way," said Ben.

"I would like to say the hard way, because I'll kick your ass, even with my critical wounds, I can still kick your ass 10 times as easy," she said.

"Ben, just let her go, she's just a tough nut. She's all bark, but no bite," Kevin said.

"YOU WATCH YOUR MOUTH SMART ASS! YOU'RE DAMN LUCKY THAT I CAN'T GET UP TO STUFF MY FIST UP YOUR ASS!" the girl roared.

"Whoa, temper," Kevin chuckled.

"Careful, Kev," said Gwen.

Kevin chuckled.

"Whoa, calm down," said Ben.

"Calming down is the main reason this town is shit! I'm the only one who keeps he citizens safe, thanks to you, hero!" she said, "Now, everyone is doomed."

"Did we already catch that when the entier town became the New 'New Jersey'?" Kevin said.

The girl growled.

Suddenly, the town began to quake.

"What was that?" Ben asked.

"Trouble times 300, what do you think?" said the Yalen.

**Author's Note: I'm sorry this chapter is too short. I promise that the future chapters will be a lot longer. I promise.**

**Peace!**


	8. Chapter 8

**Disclaimer: ****I do not own Powerpuff Girls or Ben 10, they belong to their rightful owners. Again, I do not own these shows, this is a fanfiction.**

**Hello again, this is MegaRdaniels bringing you a new chapter for the fic that you all love. I hope you all enjoy this fic as much as I did writing it. Always leave reviews, they are always appreciated. Thankyou.**

**Trouble**

Ben's POV

We felt a quake from outside.

"What was that?" I asked.

"Trouble times 300, what do you think?" the girl asked. Gwen, Kevin, and I took a look outside and hardly enough, we could not believe our eyes. It was enough this sick town has enough wierd anomalies. From afar we saw what it seems to be a monster of some sort.

"Monsters," the Yalen growled. She held her side in pain from our recent fight.

"How about you go lay back down on the couch, whoever you are," said Kevin.

"How about you drop a billard before I whack 'em with the stick across the pool," the girl with the black hair threatened coldly.

Kevin as tough as he was backed away from her.

"You're too hurt...," I said.

"...to what, fight?" said the girl, "I've fought monsters tougher than this." She walked in front of us already anticipated.

"Are you insane, you're going to get yourself killed," said Kevin.

"Then you're a coward. Are you willing to die for the things you believe in, or just cower away in your little rabbit hole," she said as she took off in a blur green light.

I turned to Kevin and Gwen and told them that we must help. Kevin disdained of course, and Gwen objects.

"I'm sorry, Ben, but this is not our fight," she said, "We have been transported to a screwed up world that looked like a hellish makeover, nearly got my butt kicked - yet killed by that girl, and you're telling me that this is not our fight? Look, this girl needs us if she wants it or not, and I'm not going to stand here and let her die," I said.

"Ben..." Gwen said before I quickly activated the Omnitrix and transformed into a red stingray I called...

"Jetray!" I yelled before i took off to the skies.

"Same old Ben," Gwen said.

"Yep," said Kevin. Gwen sighs and decided to help.

Meanwhile i was flying towards the monster only to be accompanied by the black-haired girl.

"Another monster?" the girl seemed overly frustrated.

"Don't worry it's just me. I'm here to help!" I said.

"I said I don't need your bloody..." Suddenly the girl was whacked down to the pavement.

"Yalen!" I said before i was whacked to the ground only for me to fly up and fire green beams at the monster. It harmed it at first, but healed quickly afterwards.

"What type of sick place has monsters?" I asked.

"Don't blame me, blame the dead narrator!" said the Yalen as she flew up to accompany me - just before she threw me at the monster - fired red beams from her eyes towards me, noly for me to scream in pain to only increase my power as Jetray to fire at the beast 100 fold casuing it to fall back heavily scathed in burn marks.

"Ow!" I complained, "Was that neccessary?"

"Pay back," she said. The moster slowly got up as it recovers.

"Seems like jeteay is not enough," I said to myself.

"Jet-who?" said the Yalen.

"It's hero time!" I said.

"Hera-whattah?" said the Yalen as I pressed the badge on my chest and transformed into a red and white giant with a shark head.

"Way Big!" I said in my now transformed, booming voice.

The Yalen was surprised.

"I know that Paradox told me not to do this, but dammit, this has to be done," I said as i head towards the monster. As I apprached it, the monster shrunk back down and whimpered. Confused, I scratched my head. The monster ran away to whence it came. What did I do? I just transformed into a stronger alien.

"Um, okay," I said.

The Yalen flew in front of me and looked up and down at me. Shocked.

"Wh-wh-wh-who are you? What are you?" she asked.

"Um, Way Big," I said simply, "Say, when I turned into..."

"No way," she said in awe. Finally, Gwen and Kevin arrived now frustrated and angry that I used a large alien to "defeat" the monster. I protested and said that it was the only way.

"Yeah, but what about the two Powerpuff Girls? You're so big, that it doesn't take a person from Nepal to see you. The girls are now bound to kill you!" Kevin said.

Yalen's POV

As they bickered about this boy's - uh- transformations, I was discombobulated and lost. they were talking about some dude named Paradox and how he tells ben not to transform into the creatures like Humungasuaure or Way Big. Why? With them, it will surely scare the living hell out of anybody that come our way. I was lost beyond comprehension. but then I heard that they were from a parallel world where aliens were common. Wierd. Then this was when it really jump the shark was when they were talking about my former team mates killing him if he transformed into those. the giant, red and white shark thing he called Way Big denies this. I had to intervene.

"That is where you are wrong at shark boy," I said.

"How?" asked the shark boy, "and my name's not shark boy!"

"Whatever," I said, "The girls and I had fought alot of monsters both big and small, even bigger than you."

"And you're point?" asked the guy that I really don't like.

"We are alot stronger than you think we are," I said.

"How stronger?" asked the girl with the red hair who is - um floating in a pink force field - thingy? Okay, I've seen enough.

"Alot," I said.

**Author's Notes:** _Sorry for the hiatus! There will be more chapters in the future. So always leave reviews they are always appreciated. Until we meet again, I bid you all an adieu and..._

**Peace!**


	9. Chapter 9

**Hello guys, this is MegaRdaniels bringing you a new chapter for Powerpuff Girls and Ben 10: When all Else Fails. I hope you all enjoy this fic as much as i love writing it. Please always leave reviews, they are always appreiated. Thankyou!**

**The Explanation**

Mojo pondered by what the girls had said about the newcomers and their intentions. He was unaware of these guys. Sure, he heard of a rebellion, but those rebells were not as powerful as the girls. He kept looking at the picture that Ace shown him and wondered in ponder. Princess then came back worried about Mojo.

"Are you okay?" she asked.

"Just curious," he said. he took a deep glance at the superpowered trio.

"You're were looking at the thing for over an hour," she said.

"I know," he said simply moving to his master computer.

"And?" she asked.

Jojo began, "And, these three whoever they are, if they are that powerful, they will crumble my empire, thus bringing you back to your past status."

"Mojo, you're overexagerrating," Princess said.

"Oh really?" Mojo said as he heads to his chair in front of of the master computer, quickly pulls out the surveilance files and plays the recent video that played 3 teens confronting the two Powerpuff Girls.

Elsewhere...

Back in the apartment, Ben and the gang told the Yalen about themselves.

"Sorry about that rocky start," said Ben.

"Yeah, me too," said Gwen.

Kevin glared befor ehe was nudged by Gwen, "I was gonna."

"My name's Ben," Ben said.

"Gwen," Gwen said.

"Kevin, how's not nice to meet you," Kevin said. He was once again nudged by Gwen. "Be nice," she said.

Kevin groaned.

The Yalen spoke up her true name, "Buttercup Utonium," she said.

"Buttercup? Man, for a hot head like you, you sure got a cutsey name," Kevin poked fun. Gwen pinched the bridge of her nose and sighed.

"Who you calling cute, because the last thing I checked I have beaten more monsters more than you can count your own teeth that you will no longer have once i jam my fist up your..."

"Okay, that's enough," Ben said holding her back as Gwen held Kevin.

"Okay, Buttercup, wonder tell us how you got those powers," Ben asked.

"The same for you all?" Buttercup said.

Ben and the gang - minus Kevin nodded.

Buttercup began her explanation. "Four years ago, the Proffesor before he died, added sugar, spice and everything nice in a black bowl..."

As she continued, Ben and Gwen listened to every word she was saying. Kevin twitched his eye.

"...but when the Professor accidentally spilled..."

"Failed abortion," Kevin muttered.

"Jerkoff," Buttercup battled back muttering so that way Ben and Gwen won't hear.

Kevin groaned.

"He what?" Gwen asked.

"He accidentally spilled a chemical called Chemical X into the cacaution and thus we were born, Bubbles, Blossom, and myself," she finished, "The chemical gave both birth to us, and gave us our superpowers."

Ben and Gwen said nothing but open their mouthes. "Paradox was right, are you really human?" Ben asked.

Kevin got annoyed.

"Oh come on! Of course she's not! Look at her head, it's as big as an elephant's butt! If it's not human, then I don't know what is!" said Kevin.

"Then apparently, you should go back to biology class," said Buttercup, "and yes, I am human, in a way. And who is this Paradox anyway?"

"A time traveler," Ben and Gwen said in unison.

"Oh, because I overheard that he sent you all here to..."

"Wait, before you continue on," said Ben, "Who are Blossom and Bubbles?"

"And why you have no fingers to start with?" Kevin asked nonchalantly.

Buttercup glared at Kevin, but looks at Ben and Gwen. She sighs, and then began her story, "Four years ago, we were called in by the mayor to stop a bank robbery. by the time we got there, Blossom, Bubbles and I finally came across our old foes that we hadn't seen in a while. Thinking that they won;'t be a threat as in any other times, we were shot by a dart. Fired by Mojo Jojo," she said.

"Who's...oh, him," said Kevin.

"We heard about him, he..." Gwen said before she was interrupted by Buttercup.

"Turned the town over to the Prince of Darkness, yep, that sums it all up," said Buttercup, "But before he did, he did something to my sisters. Something sinister, something that we never expirenced before."

"What?" Ben asked now concerened.

Buttercup sighed.

**Author's Notes:** _I hope you all enjoyed tis chapter. Please, always leave reviews, they are always appreciated. Thankyou! Until we meet again, I bid you all an adieu and..._

**Peace!**


	10. Chapter 10

**Disclaimer:** _I do not own Powerpuff Girls or Ben 10. They eblong to their rightful owners on Cartoon Network._

**Hi there, this is MegaRdaniels bringing you a new chapter for Powerpuff Girls and Ben 10: When All Else Fails. I hope you all enjoy this fic as much as I did writing it. Please always leave reviews, they are always appreciated. Thankyou.**

**We Got Company**

Buttersup sighed.

"I didn't get this until recently. This was mainly Blossom's department. Mojo has implanted a nerve bug of some kind deep within my sister's frontal lobes, eventually, the bug evolved and spreaded throughout my sister's brain, controlling, not just their thoughts, butb their very well being," she said.

"Deep," Ben said, now terrified.

"You mean that you're sisters are..." Gwen said.

"Dead," she said.

"Wait," Ben interrupted.

"What?" Buttercup asked.

"If what you say is true, then elaborate why one of them asked them to help them," Ben asked.

"What?" Buttercup was confused.

"Before they retreated, they were terrified..."

"Of you maybe..."

"No, not even close, trying to message that punch the blonde chick gave me," said Ben, "But, before they fled, one of the girls' eye began to brighten," Ben said.

"It's like she's fighting back," Gwen said.

"All of them," said Kevin, "It's like the..."

"DNAliens, back in our universe," Ben said.

"DNAliens?" Buttercup was unfamiliar with the term.

"So if one is fighting back, then the other must be too," Gwen said.

As they went on, Buttercup was with them in a few sentences, but aloing with them talking about aliens and DNAliens, this was all too new to her, especially with Gwen's mana, Kevin's absorbtion abilities, and Ben's shapeshifiting. It was alienating her at first, but when they stopped, Ben asked her what could they do, because honestly, they were unfamiliar about Townsville, how it operates and such. Buttercup could only answer with a simple, "Uhh".

"Buttercup?" Gwen asked.

"Oh, sorry," she said, "It's just that I only speak English."

"Oh, you heard?" Ben asked.

"Heard what? I didn't understand what you guys were..."

Sudenly there was a quake, it was small, but powerful enough to rock a building.

"What the hell was that?" Kevin asked.

"An earthquake?" Gwen asked.

"Can't be, it's too small," said Ben.

"So, we're going to what?" Buttercup asked.

"We go to this volcano you said earlier and take down Mojo," Kevin said.

"And cure your sisters," said Ben.

"How?" Buttercup asked wondering if Ben had lost his marbles.

"You see," said Ben. But before they left the hotel, they came across a man who wore a labcoat, beaten up, had black hair, wore black khaki black and was in incredible pain.

Buttercup was horrified.

"Professor!" Buttercup yelled catching him before he fell.

"Paradox?" Kevin guessed.

Gwen nudged Kevin.

"Buttercup, how happy to see you safe again," he said.

"Who is this?" Kevin asked.

"The Professor, my father," said Buttercup.

Ben and the gang were shocked.

Meanwhile...

In downtown, Blossom and Bubbles were flying in theb sky looking for Ben and his gang, and their former sister Buttercup.

"Any sight?" Bubbles asked.

"No," said Blossom - until she saw a man crawling to an abandoned apartment complex.

"We might not find those freaks, but at least we found our god," said Blossom.

"Who?" Bubbles asked.

"Look below," said Blossom as Bubbles looked down in her microscopic vision and saw a man in a lab coat being braught in by another teenaged girl wearing an all black suit.

"Follow, god, you find nthe angels," said Bubbles as they swiflty, but quietly, dove down to the surface.

**Author's Notes:** _Hi there, I hope you all enjoyed this chapter. Sorry for the long hiatus. I was on writer's block. Untilm we meet again, I bid you all an adeiu and..._

**Peace!**


	11. Chapter 11

**Disclaimer**: _I do not own PPG or Ben 10. They belong to their original owners. _

**Well hi there! This is MegaRdaniels bringing you a new chapter for Powerpuff Girls and Ben 10: Reincarnation Displacement. I hope you all enjoy this story as much as liked writing it. Please always leave reviews. They are always appreciated. Thankyou!**

**Murder and Vengeance**

Back in the apartment, Kevin and Gwen were keeping watch for the rouge girls as Buttercup and Ben guarded The Professor.

"This is all so strange for me, I mean I tackled with aliens and monsters and such, but nothing like before," said Ben.

"Maybe your alien menaces are like little school bullies compared to my villains," Buttercup said.

"Repeat that, aliens?" The Professor said.

"Yeah aliens," Ben said.

The Professor was lost, "You mean real live aliens?"

"You seem surprised," said Ben.

"The last alien activity that happened here was with our fight against the broccolli species," said Buttercup.

"Broccolli?" Ben was now lost.

"Broccolli? You're kidding me right?" Kevin said, "Seriously? That is so lame!" Gwen nudged him.

"I can't believe you still remember that," said the Professor.

Buttercup smiled but then turned to Ben for answers.

"Aliens?" she asked once more.

Ben unsheathed his sleeves and revieled the Omnitrix. Unbeknownst to her, she asked what it was and it what it does. Ben elaborated about it from left to right from the activation, transforming into 10 sets of aliens, to it becoming a GPS and a communicator, tom finaly its challenging creator Asmuth.

"Seems like your Asmuth is a bit of an asshole," Buttercup said giggling.

Ben smiled back, blushing.

It was all well and good until Kevin butted in.

"As much I like to see a handless freak kissing a one man legion, I would like to say that you guys take a look outside.

"What's happening Kev?" Ben asked.

"Just look outside and you'll see," said Kevin. Ben walked to the front and saw a hill of corpses. The people surrounded the area.

Buttercup came in and was appauled at the sight. The rank smell penetrated Ben's nose. The smell was horrid. Smoke emmited from the burned bodies, severed heads were rolling on the streets as the other corpses with their spines halfway removed were hung by the lamps near their apartments.

"Oh my god," Ben said, now frightened.

"Why would they do this?" Gwen was appauled, about to sob.

"I think I'm about to faint," said Kevin timidly.

"I had fought monsters, aliens, and supervillains, but never in my life - if I could remember - would see a dead body, no a pile of bodies rolling in the streets, burned," said Ben.

"Professor What's-Your-Name, your two girls are sadistic freaks," said Kevin.

"Kevin, don't say that," said the Professor.

"Why? They streight up murdered..."

"Kevin, look," said Ben directing Kevin to a sign on a building with a text written in blood on a blank billboard that reads: You All Will Die!

Suddenly, the people around them began to fall like flies.

"What the hell is going on?" Kevin asked with fright.

"I don't know," said Gwen timidly.

Getting ready for battle, Ben unsheathed his sleeve and readied his hand over the faceplate of the Omnitrix. Gwen powered up as soon Kevin absorbed the asphalt.

"Hello, my little children," said a disturbing, demonic voice.

"Who is that?" Kevin asked.

Buttercup readied herself.

"Him," she growled.

The Professor stood along side his daughter to fight against the force haunting the very air.

"Who?" Gwen asked.

"Him," said Buttercup.

"Who's Him?" Ben asked.

"I'm Him," said Him as he telekinetically throws Ben to the dead pile.

"Ben!" Gwen yelled horrifically.

"Oh, don't worry. You'll join him soon enough," said a young woman. Out from the shadows was a woman who wore a yellow belly shirt and and black shorts. She was slightly busty, had orange hair, green eyes, and had a mean look. On her shirt was a black horizontal line stretched across her shirt.

"Princess Morbucks," Buttercup growled.

"Hi there, _Yalen_, or shall I call you Buttercup," she said.

"You stay away from my daughter," said the Professor.

"Oh and what army?" she asked.

"This army!" said Ben emerging from the piles as he slaps the watch down. He was engulfed in emerald green light and was replaced by a red man with four arms which he bellowed.

"Four Arms!" he bellowed as he charged towards the woman. Princess flipped over Ben only for her to be shot by Gwen by one of her pink blasts. Him retaliated by slithering towards Gwen, but when he turned visible, Kevin punched, and threw Him several feet away from them. The Professor grabbed a metal bar from the floor and joined forces with Kevin. When Him arrived to the scene, The Professor struck a deadly blow to Him. Seeing this, Princess unsheathed her gun and opened fire at the Professor. He was then shielded by a pink force field created by Gwen. Gwen shot pink spheres at Princess, but misses. She was then grabbed by Four Arms ands was then punched several meters.

By the time Princess Morebucks came close enough to Ben, Buttercup saw Mojo with his dart.

"Ben!" Buttercup yelled.

Buttercup flew in the air with green light following her as she forcefully pushed "Four Arms" out of the way. The dart was blown by Mojo by the last minute. Thankfully, she dodges them, but unbeknownst to her, the Professor was shot. Buttercup used her laser vision and blasts Him to a nearby building.

"Damn," Mojo said.

Gwen saw the Professor as he falls to the ground in immense pain.

Gwen was wide eyed. Kevin felt vengeful, as did Buttercup, as they both struck at Princess. But again, unbeknownst, Gwen was grabbed by one of Him's elastic tencticles and was dragged to who-knows-where.

Kevin saw Gwen being dragged. By the time he came to her aid, he was too late, for her and for him. Kevin was then shot by a tranquilizer gun shot by Princess. Ben came back charging towards her in the form of Four Arms. Princess turned around to the last minute and was given a powerful punch sending her fly.

"Princess!" Mojo saw this in horror as he saw her fly to a building.

"Gwen, Kevin!" Ben yelled in terror. He glared at Princess and charged towards her. Frightened by Ben's wrath she tempted to flee only to be given rapid blows by Buttercup, plus a kick to the stomach, a powerful slam and a throw, only to be wacked by Ben. Mojo finally got his transporter beam and beamed both him and Princess out before Ben and Buttercup could finish her off.

Ben screamed in pure anger. He was so angry that he smashed one corpse into a flat pancake.

"They got away, they will not get away with this! Not you hear me!" he yelled in pure anger.

He then hears Buttercup in horror when she saw the Professor degenerating.

"Buttercup," he said bearly audible. Humungasaure was then engulfed in emerald green light, and when the light died down, stood a teeanaged boy wearing a green jacket with the number 10 on the left side.

"Buttercu..." The Professor closed his eyes. His heart slowed down - until it didn't.

The Professor was dead.

Ben felt angry and vengeful, so did Buttercup.

"We'll find this Mojo Jojo, and stop him," he said.

"That's an understatement," she said growling, "I don't want to just stop him."

"What?" Ben was lost.

"I don't want to stop him, I want to kill him," she said, "I don't want him to just rot in a cell, only risking him to escape. No, I want his blood pouring my palms. No, I want him to rot in hell," she said about to break.

Meanwhile, Blossom and Bubbles witnessed the wrath and the intervention Mojo did amongst the girls. They felt frightened.

"What was that?" Bubbles asked terrified.

"I don't know, Bubbles," said Blossom.

They looked at each other with fear in their eyes.

**Author's Notes**: _Dark? Yeah, I know. Anyway, tell me what you think of the fic so far. What were your favorite key points? Until we meet again, I bid you all an adieu and..._

**Peace!**


	12. Chapter 12

**Disclaimer:** _I do not own Powerpuff Girls and Ben 10. They belong to their rightful owners._

**Hi there and Happy December! This is MegaRdaniels bringing you a new chapter for Powerpuff Girls and Ben 10: When all Else Fails. I hope you all enjoy this chapter as muc liked writing it. Also be sure to check out my original series on solefully named as "Stringy and Mopy". the series is based upon these two superhero teenagers in the City of Emily protecting the world from both Lightining Head and the Varocation Unit. It's basically heroes preventing villains from taking over the world crap, but its a little more than that. Give it a shot and I think you all might like it. The comic book version will be uploaded/released into my deviantART account sometime in 2013. **

**Please always remember to leave reviews, they are always appreciated. **

**Thankyou!**

**The Volcanic Lair**

Back in the lair, Princess was being treated for her injuries from her dangerous encounter with Ben Tennyson and company. She had fought Buttercup countless times, but witnessing her fighting like that, and that hard nearly killed her.

Mojo programmed his robots to treat, heal, and regenerate Princess's torned skin.

Him was in the main room strapping Gwen and Kevin in metalic cots. They were still conscience though.

Princess took a glympse at them from her bed.

"I had never seen people like these guys before," she said.

"Nobody had," said Mojo on his computer. On his computer, he checked for abnormalities, and once he found them, he was astonished.

"Such power, such abnormality on the genome. Such construction, elasticity, chemistry within the DNA," Mojo said.

"What?" Princess was lost.

"Astonishing," Mojo said, "Unlike the Powerpuff Girls combined, these people are unlike anything I nor you had ever seen before," said Mojo.

"For real?" Princess asked.

"Of course," said Mojo. "See, look at this one," said Mojo as he points to Gwen's DNA on the left of his screen. The robots pushes Princess close to Mojo.

"This one has energy powerful than a nuclear arsenal, powerful enough to outshine every deadly weapon mankind has ever built. Her strand of DNA has all sorts of abnormalities. If you read it, the pluarlity of the strand is human, but the great majority of it is completely alien. i can't make out what it is, or was. But all I could say is that she is Bubbles, Blossom and Buttercup all in one," Mojo said.

Princess dropped her jaw.

"And I guess the one in the right is..."

"Basically the same, but alot stranger than the one in the right. I had seen him in action while you were fighting the one with the strange watch on his wrist. Like in this man's DNA, whenever he touches something, it changes dramatically. The shape, the code, the programming, everything. It changes. His skin, throughout his body gets encased in stone, metal, whatelse. But according to this, he could change into so much more," said Mojo in awe. He can absorb the material of what he comes in contact with, including manipulating the very source of life itself," said Mojo.

Princess was astonished herself. "Well, what are you going to do with them?"

"Transfer the Chemical -X into their bloodstream, effective and immediately," said Mojo.

"Huh? But that'll kill them, won't it," she asked, "Their not made out of Chemical X."

"Might not, but I did the math. With their extraordinary abilities, combine with the fuel of fusion by the negative component, we will be talking a powerful army. Mojo Jojo, will be carried out as a God of the Earth!" he laughed maniacally.

Princess joined in as Him smield evilly.

**Author's Notes:** _That was quick. Well, I hope you all enjoyed this chapter. More is coming on the way. Remember to leave reviews, they are always appreciated. And until we meet again, I bid you all an adieu and..._

**Peace!**


	13. Update!

**Disclaimer**: _I do not the rights for Ben 10 or Powerpuff Girls. They belong to their rightful owners on Cartoon Network._

_Hi there fols of the Internet, this is MegaRdaniels bringing you a new chapter for Powerpuff Girls and Ben 10: When All Else Fails. I hope you all enjoy this fic, and sorry for the long hiatus, I was on writer's block for to long. I'm going to update this tomorrow, because right now, I have write an outline for this chapter to see how this is going to work out. _

_Pleas esee to check back in 1/2/13_

**From**

**MegaRdaniels**


	14. Chapter 14

**Disclaimer:** _I do not own the rights for Ben 10 and Powerpuff Girls. They belong to their rightful owners._

**Hi there people of the Internet, this is MegaRdaniels bringing you another chapter for the story, "Powerpuff Girls and Ben 10: When All Else Fails". I hope you all enjoy this fic as much as i did writing the story, and please always remember to review, they are always appreicated. Thankyou!**

**Close Encounters**

Ben and Buttercup were walking in the ruins of Townsville with people that were still alive from the recent fight hid in the buildings.

"So why do you think Mojo is doing this?" Ben asked.

"Because that who he is," Buttercup said stepping over the ashes.

"I know, but what drives him to do this?" Ben asked.

"Evil is a barren hole so deep that not even the gods above the Earth can conquer," said Buttercup.

"So what you're talking about t=is that this dude is just pure evil, point blank," said Ben.

"That and his origin were never in the first place, but aside of all that, i don't care," said Buttercup walking pass Ben.

"So you're just going to kill him?" Ben asked.

"It's something that we had failed to do, what I had failed to do. now, it's personal," said Buttercup.

"But there's gotta be another way," said Ben.

"Yeah? The same maniac who destroyed your home, killed your family and friends should be spared? Look, I don't know what goes on in your little alien world, but in this world, we take things to the extreme, so either you are with me, or you can scram. The door is just out there somewhere with your name on it, greenie," said Buttercup storming off to the Lair. Ben sighs.

"Look, I'm sorry for what happened, but..." Suddenly, Buttercup pushes Ben out of the way and gets into her fighting stance when she saw Blossom and Bubbles walking towards their way.

"When I count to three, Ben, transform and fly out of here," said Buttercup.

"But," said Ben.

"Just go!" Buttercup said.

**Author's Notes**: _Hi there this is MegaRdaniels, who brough you the chapter for the story, Powerpuff Girls and Ben 10: When All Else Fails. I hope you all enjoyed this chapter. But don't worry, there will be more on the way, and the next one will be way longer than this one. But like last time, until we meet again, I bid you all an adieu and..._

**Peace!**


	15. Chapter 15

**Disclaimer: **_I do not own Powerpuff Girls or Ben 10. They belong to their rightful owners._

**Hello again people of the fanfic community! This is MegaRdaniels bringing you a new chapter to the story, "Powerpuff Girls and Ben 10: When All Else Fails". I hope you all enjoy this fic as much as I did writing it. Please always leave reviews, they are always appreciated. Thankyou!**

**The Imperfection**

"Just go!" Buttercup said.

"I'm not leaving!" said Ben.

"He's right, all in all, you all will die anyway. Whether he runs or not," said Blossom.

"This is between you and me," Buttercup said angrily.

"That's cute," said Blossom, "I hate cute."

Blossom charged at buttercup at full force as Bubbles ran towards Ben. Just as Ben was about to activate his Omnitrix, he was face slammed by Bubbles.

"Give up the watch and your death will be swift," said Bubbles.

"Gee," said Ben getting up, "Even if I wanted to, you have to cut my arm off just to get it."

"To bad so sad," said Bubbles attempting to make another fatal blow. This was when Buttercup threw Blossom at Bubbles sending them both to a row of buildings. Buttercup flew down and helped Ben up.

"I told you to go!" Buttercup began.

"But..." Buttercup then began to push Ben to the side and flies off to Blossom only for her to become blasted by Bubbles.

Buttercup flew to a nearby building. She was unconscious. Blossom then flew by along with Bubbles to get to Ben.

"We do not need any trouble young man, just come with us and you'll live to tell the tale," Blossom said.

Ben thought about this. "How about no," he said activating his watch. He slammed the dial down and was engulfed in emerald-green light, and when the light died down stood the place of a diamond-like creäture.

"Diamond Head!" Ben bellowed in his now transformed voice.

"You are kidding me right?" Blossom asked.

"Just outshining you, now give up before things get a little ugly," said Ben popping his knuckles.

"We've beaten monsters alot stronger than you, so you're no better," Blossom said as she flew by to give Ben a powerful pun ch only top be shot at by Ben's diamond projectiles.

"Blossom!" Bubbles yelled in horror. She growled at Ben and yelled a sonic scream. Ben repelled it, but not for long, eventually the diamond barriers broke way and pushed Ben several feet away, just before he hit the ground, he touched the badge on his chest and transformed into a blue moth man with an antennae, and a cloak.

"Big Chill!" Ben yelled eerily. As he flies towards the overly shocked Powerpuffs.

"What the..." Blossom said.

"...hell?" Bubbles finished.

Big Chill flew by and blew super cool air at the girl to restrain them. Blossom and Bubbles moved out fo the way to plan for another attack. Bubbles flew behind Ben as Blossom flew up, only to fly down in super speed. Bubbles did the same approach as Blossom. Ben began to turn himself intangible as they both went through him. They were both wide eyes, but things got even more insane when they felt their bodies began to freeze over.

"What the..." Blossom said as her head began to be encased in ice as well as Bubbles. They fell to the ground as their ice shells cracked a little. Big Chill flew down and was once again engulfed in a layer of emerald-green light. And once again when the light died down, standing over the place of Big Chill was the teenaged boy with the green jacket. Ben panted as Buttercup flew over and was very impressed, yet angry that Ben had defeated both Bubbles and Blossom all on his own. But figured that he had a black eyes, some bruises, and such.

"How'd you..." She took a look at his watch which is now red.

"Oh," said Buttercup. She saw that Blossom and Bubbles were frozen in ice. She wanted to end them so badly that she pushed Ben out-of-the-way and began to redden her eyes. Ben stopped her and told her that this is not how it's suppose to become. Not caring for what he's saying, Buttercup wanted to become contentious about it to the point of nearly killing him. Ben wouldn't allow it.

"Think about it, you killing them won't bring your father back to life!" he said.

"But have you seen what they've done!" Buttercup screamed as tears began to slide down, "They blatantly destroyed the town, our home!"

"But this is not they're doing," Ben said.

"Oh yeah hero? Then how?" Buttercup asked.

"Professor Paradox," Ben said, "We weren't aware of you and your situation. He told us what happened and who you were up to this point. He told us of how great you were, how you would stick together no matter what. I should know. I feel your pain, you know why because I've been on the same boat as you were. But the thing was is that I never cross that line. Because I know that if I do, I'll be no better than my enemies."

Buttercup breathes angrily but soon began to calm down as Ben continued to talk to her. After he finished, Buttercup backed away.

"Even what you say is true, what are we suppose to do..."

"Damaged DNA detected, you wish to repair?" said the Omnitrix

Buttercup jumped.

**Author's Notes:** _Hi there people of the fanfiction community! This is MegaRdaniels who brought you the update on the story, Powerpuff Girls and Ben 10: When All Else Fails. I hope you all enjoyed this chapter as much as I did. Please always leave reviews, they are always appreciated. Until we meet again, I bid you all an adieu and..._

**Peace!**


	16. Chapter 16

**Disclaimer:** _I do not own Powerpuff Girls and Ben 10. They belong to their rightful owners. _

**Hi there people of the fanfiction community! This is MegaRdaniels bringing you a new chapter to the story, "Powerpuff Girls and Ben 10: When All Else Fails". I hope you all enjoy this fic as much as I enjoyed writing this fic for you all! Please always leave reviews, they are always appreciated. Thankyou!**

**The Repeal**

In Mojo's lair, he was on his computer analyzing the genetic codes from both Kevin and Gwen.

"Astounding," said Mojo awing at Gwen's DNA simulations from his master computer.

Princess came out from the bathroom a few doors down from the laboratory where Mojo was analysing in, and noticed that Mojo was entranced on someone's genetic map shown on her partner's computer.

"What's going on, MJ?" asked Princess.

"This," said Mojo.

"This what?" Princess asked a bit confused.

"Have you ever seen anything like it?" Mojo asked the money hungry princess.

"A bunch of distorted spheres attaching themselves to - whoa what the hell?" Princess was dumbfounded when she saw one of the proteins in the DNA began to glow hot pink.

"I could be wrong, but are proteins are supposed to be glowing like that?" Princess asked.

"Under normal circumstances, I believe so," said Mojo, "Whenever I tried to understand the chemistry in this person's DNA, its protein's radioactive luminosity either opaque or translucent. But when I look at it, it could go either or. But recently, one of these cells actually broke the fabric, repealed the important laws of the conservation of energy," said Mojo.

"So instead of energy transforming from one medium..."

"It recreates what it destroys, and what it destroys is reborn through the process of mitosis," Mojo said.

"How..."

"I know it sounds inane, and down right crazy. When I first discovered this, I was skeptical. No way in hell that anything like this could repeal one of the most crucial laws in the history of science. But, I was wrong. Now I understand why," he said.

"Why what?" Princess asked, "You're scaring me."

Mojo grabbed Princess's arms, "Why? Well I'll tell you why. Have you ever heard of this of this one thing that had never come to pass - even with our modern advancements?" Mojo asked.

"No, what?" Princess asked, hoping that Mojo could let go of her arms.

"Once upon a time there were certain animals that bare now witness to the evolution," he said letting her go. Princess rubbed her arms, "Evolution, Princess is the key source for not only retaining my power as a global ruler, but seeing the abilities of not just her, but her fellow teammates, not only I shall conquer and destroy the resistance that dare challenge the great and mighty Mojo Jojo, but no longer I shall be king of the world, but a god!" Mojo laughed evilly. Princess laughs with him, weakly but in a mist of fear and discomfort towards him. Has he lost his mind, or his morality? First killing off of the planet's greatest heroes, now discovering super-atoms residing on a teenager's DNA, thus planning to use her powers to upgrade his Powerpuff Clones to raid the resistance camps and further strike fear into the people's eyes, thus declaring him becoming an all-powerful diety. Even though Princess was all with the taking over the world (even though they have), but becoming a god, re-engineering the DNA of the Powerpuff Clones, using some mysterious energy source to use as fear over the people was just enough to make her feel a bit uncomfortable. Him emerged from the ground to see what was going on. Mojo told him about what he discovered, described it detail (but trying to become as concise as he possibly can), and showed the DNA of both Gwen and Kevin. Him was astonished of Kevin's DNA - even Princess. Seeing his cells - under normal circumstances are potentially human at first, but when he absorbs materials via metal, stone, or anything solid, his cells will respond and mimic the object that he absorbed for a short amount of time. Mojo declared Kevin's cells to be "smart genes" because they respond quickly and when the user is tired, they cut back to their normal state as if nothing had happened, same thing with Gwen, only much more erratic than normal.

**Author's Notes:** _Hi there people of the fanfiction community! This is MegaRdaniels El who brought you the new chapter for the story, "Powerpuff Girls and Ben 10: When All Else Fails". I hope you all enjoyed this fic as much as I liked to write it a such. Please always leave reviews, they are always appreciated. Until we meet again, I bid you all an adieu and..._

**Peace!**


	17. Chapter 17

**Disclaimer:** _I do not own Powerpuff Girls or Ben 10. They belong to their rightful owners._

**Hi there people of the fanfiction community! This is MegaRdaniels bringing you a new chapter for the story, "Powerpuff Girls and Ben 10: When All Else Fails". Sorry that I didn't update this story as much. I hope you all enjoy this fic as much as I enjoyed writing it. Please always leave reviews, they are always appreciated. Thankyou!**

**Rejustifications**

"Damaged DNA detected, you wish to repair?" said the Omnitrix.

Buttercup jumped.

"Was that your watch?" she asked.

Ben rose his eyebrow at his watch as the Omnitrix continues to beep.

Ben lands his head on the ice.

"Ben, what are you doing?" Buttercup asked a little worried.

"Remember when I said that something inside had took over them?" he asked.

"Yeah, I remember."

"Well I think I may be right."

He took one look at his watch as it once again repeated if the user wishes to restore the DNA of the two frozen Powerpuff Girls.

"Yeah, let's do it," said Ben to the watch.

Buttercup repelled Ben's hand from going near the ice. She told him that its not safe, but Ben smiles and said, "Trust me." Ben closed his eyes as he puts his hand on the block of ice. The Omnitrix face popped up and beeped monotonously; by each passing second, the frequency got higher and higher until Ben was enguled in a layer of green light.

As Ben opened his eyes, from his opaque to his pupils, they were glowing lime green.

Inside Ben's arm, the spherical energy ball spewed from Ben's vains, to his hands, all the way to the outer skin. Green liquid came out from his hands. The light soon followed.

Buttercup was shocked as for everyone else who came out from hiding after being blinded by the roaring green light.

The green liquid ate its way through the ice, and peneatrated through the girls' heads.

Inside their skulls, the brain was being engulfed by the green liquid. The liquid multiplied and spreaded through out the girls' bodies. Their cells were being repaired as well as their chemical compounds. The green liquid, despite being an extraterrestrial sample from Primus, it easily recognizes the compounds that makes up the Chemical X. Acting like a white blood cell, the green liquid ate away the white compounds and replaced them with itself. As the liquid progressed, it made it's way to the DNA. It ate the white component and took its place to make up the acid.

The green liquid progressed to the girls' enitre body. Buttercup was found to be dumbstrucked when she saw her sister's eyes glowing emerald-green.

The ice was on a verge to cracking.

As the light increases in illuminocity, the cracks from the ice widens as the green light erupts. And finally, it gave way.

BOOM!

The girls were off to the skies. Ben was tossed backwards. Buttercup captured him before he could fall to the ground. In the skies, Blossom and Bubbles laughed and cheered. They cheered to their hearts content.

The people were wide-eyed and awed.

Blossom and Bubbles ribboned the sky with their blue and pink insignias. They then flew down and punched the ground creating a smalkl crater.

Buttercup could not stop smiling.

"You did it," she said, "You did it!"

"Of course I..."

Buttercup kissed him without warning.

Ben blushed.

Blossom looked up and saw Ben blushing, even redder.

Blossom's red hair returned, her pink color in her shirt had also returned, the only thing that remained was that the shirt was still small due to her matured body. She wore a bright pink belly shirt with a black horizontal line cutting across it, and tight black pants. Bubbles was the same, minus that her shirt was a different color. She wore a bright blue, belly shirt with a black horizontal line cutting across it, had bright blonde hair, and wore black jeans. She also had sparkling, oceanic blue hair. Blossom and Bubbles looked at their fellow sister, and Benwho were standing before them.

**Author's Notes:** _Hi there guys, this is MegaRdaniels who brought you a new chapter to the fanfiction story, Powerpuff Girls and Ben 10: When All Else Fails. I hope you all enjoy this fic as much as I did writing it. Please always leave honest reviews, they are always appreciated. Until we meet again, I bid you all an adieu and..._

**Peace!**


	18. Chapter 18

**Disclaimer:** _I do not own the rights for Powerpuff Girls or Ben 10. They belong to their rightful owners._

**Hi there people of the fanfiction community! This is MegaRdaniels bringing you a new chapter to the story, "Powerpuff Girls and Ben 10: When All Else Fails". Please remember to always leave reviews, they are always appreciated. Thankyou!**

**The Re-Intro**

Bubbles and Blossom had a bit of a headache after enduring years of programming. Despite of their genetic freedom, they were still in a state of discombobulation.

"Bubbles, Blossom, you're all right!" Buttercup yelled in excitement, hugging both her sisters.

"Blossom, since when Buttercup is the preppy type?" Bubbles asked.

"And when did I get taller?" asked Blossom.

This immediately hits Buttercup. She let's go of her sisters.

"You mean you don't remember?" Ben asked.

"I'm sorry but, who are you?" Blossom asked.

"You mean you don't remember a thing - even the part where you helped Mojo?" Buttercup asked.

"Buttercup, that was like 2 or 3 years ago when we helped him, we were just created by the Professor," said Bubbles.

"Talking of the Professor, I'm hungry. I feel like all I ate was just nothing but air," said Blossom.

"This is bad," said Ben.

Buttercup pinches the bridge of her nose and faces her sisters.

"Another question, why are you dressed in all black?" asked Blossom curiously.

Ben walks to Buttercup.

"Blossom, Bubbles..." Buttercup said, taking a mirror out for them to take a look at themselves. Blossom and Bubbles were both appalled.

"Oh my god," Blossom said horrified.

"What has happened to us?" asked Bubbles.

"Time," said Buttercup, "You were under Mojo's control for over 4 years/

"This cannot be happening! W-what happened to Townsville?" asked Blossom in concern, "Where's the Professor?"

Buttercup sadly sighed as well as Ben. She looks at her sisters in the eye.

"Please don't tell me," said Bubbles.

"The Professor, our father is dead. Murdered in cold blood," Buttercup said.

Blossom and Bubbles are wide-eyed.

**Author's Notes:** _Review for more chapters!_


	19. Chapter 19

**Disclaimers**: _I do not own the rights for Powerpuff Girls and Ben 10. They belong to their rightful owners._

**Hi there people of the fanfiction community! First I would like to say thankyou for all of your support for the continuation for this fanfic, "Powerpuff Girls and Ben 10: When All Else Fails". This is MegaRdaniels bringing you a brand new chapter to your favorite fanfic. Please always to leave honest reviews, they are always appreciated. Thankyou!**

_Note: Check out the sneak peek of the sequel, "Avatar and Ben 10: Kindred Spirits" after this chapter._

**Getting to Know**

Blossom and Bubbles were in the inevitable state of discombobulation. They didn't understand what was going on and/or happened; the untimely death of the Professor, them growing rapidly through the natural courses of time, and them waking up on a totalitarian Earth where people live in fear under the brutal rule of the heroes they once admired. They each stared at their grown-out fingers, trembling from their unknown causes. Bubbles on the other hand was teary-eyed.

"I don't understand," she said, "I don't remember us growing up."

"Thus this quickly," Blossom finished.

"I know that this is hard, it was hard for me too," said Buttercup.

As Buttercup elaborated on the conditions of her now awoken sisters, hearing this made poor Ben teary-eyed.

Blossom and Bubbles looks up at their sister and then hugs her with grief, grieving at the insufferable death of their father. They sobbed as the tears from their eyes slither down like a snake upon a sloped hill.

Ben stood there with his head down and sighed. He lifts up his chin and darts his eyes at the burning volcano yonder by several commercial towers. Just as much the lowered, black-red clouds overshadowing the heavenly, sun of Ra, he glares at the narrow rock as the laboratory, oddly connected to the Earth-shattering stone gleams at the forever moon.

Buttercup sees her newfound friend staring at the dead, black rock with a mist of vengeance in his eyes. His anger brightens the Omnitrix center, letting out an emerald glow from the hourglass emblem. She walked up to him and touched his shoulders.

"You miss them do you?" she asked, concerned.

"I just hope they are alright. Because once I get up there, I will make it my pious to destroy anyone or anything that dares put a groove, or a tear on my cousin. My friend I have no worries for, but for Gwen, if anything happens to her, I'll shatter like a glass hitting a wooden floor, scattered like the mice in an abandoned town," said Ben angrily, clenching his teeth.

Buttercup shared the same feeling. Mojo destroyed her family, and thus took over the world with an iron fist.

"Once I see Mojo, I will look for a switch on his neck, and shut him down - permanently!" Bubbles growled angrily. Blossom agreed sharing the same a mist of anger, remembering their first battle against him, and wondered if it was right to let him live even though they had the chance to take him out.

Blossom took a gander at the boy talking to her black-green sister. Blossom and Bubbles walked over to him and asked why is here? And why he's not at home. He turned around and faced the girls. His response obfuscated them, truly.

"My name's Ben, I'm from another universe," he said.

Skeptical, of course, Bubbles and Blossom scoffed at first until Buttercup backed him up saying that he was the one that cure them. Blossom, further skeptical, asked how.

"With this," Ben showed his Omnitrix to the two girls, "This was the thing that freed you. I don't know how though. Sometimes, I need a manual for this thing though."

"Hmph," Bubbles kept it at that. Ben then told the girls that Mojo had kidnapped his teammates.

"Probably he's going to do the same thing he has done to my sisters," said Buttercup.

"Okay, now its personal!" Bubbles growled angrily as she takes off half way up to the sky - until Buttercup pulled her back down.

"Whoa, hold on Bubbles," she said, "Since when you became the offensive type?"

"And since when you became the 'oh let's think of a plan', light-hearted person?" Bubbles snapped back.

Buttercup sighed and retorted slightly, "Look, i know this is a shocker, but you guys must listen, okay."

Ben stepped in on behalf of Buttercup, "Before I came to know of your existence, Professor Paradox, a time walker, told me, my cousin Gwen, and my friend Kevin that you were all heroes at one point - until you guys were hit by some strange dart that...

"Reprogrammed our genetic structure," Blossom finished, "So that dart on our necks..."

"...it infiltrated our DNA?" Bubbles finished.

'Ben nodded, "Yes, and if we don't stop him from whatever he's planning to do, I'm afraid it'll be the end of all things," said Ben.

Meanwhile in Mojo's lair, he extracts a sample from Gwen's arm, blood seeps from her arm, through the needle, to the syringe where the blood is stored, shining an odd pink once it collided to the plastic.

"Excellent," said Mojo, chuckling with a mist of melancholy.

He walks to a nearby supermachine and installed the syringe to the mechanical beast, powering it. As he pulled down the lever. Gwen and Kevin screamed in horror as the electrical currents flows through their system; black goo was sucked up from the machine through a plastic pipe which connected to the open wounds from Gwen and Kevin. Once the black fluid entered their system, the screaming ceased.

Mojo turned off his machine and walked over to Gwen.

"Rise," he said, "Rise and live under the mercy of my God-like thumb. Rise. Rise.'

His eerie voice opened Gwen's haunted, pink eyes.

**Author's Notes:** _Hi there people of the fanfiction community. This is MegaRdaniels who gave you a new chapter to the story, "Powerpuff Girls and Ben 10: When All Else Fails". I hope you all liked this fic as much as I did writing it. Please always leave reviews, they are always appreciated, and until we meet again, I bid you all an adieu and..._

**Peace!**


	20. Chapter 20

**Disclaimer: **I do not own Powerpuff Girls or Ben 10. They belong to their rightful owners.

**Hello ladies and gents. This is MegaRdaniels bringing you a new chapter to the fic, "Powerpuff Girls and Ben 10: When All Else Fails". I hope you all enjoy this fic. Please always leave reviews, they are always appreciated. Thank you**

**Mojo's Upper-hand **

In Mojo's lair, Princess was recalibrating the machine as Mojo stood watch. Him was on the master computer keeping surveillance from both inside the observatory, and outside.

Outside the observatory, Buttercup was leading Ben, Blossom, and Bubbles to the lair. When they finally arrived to the entrance, they discovered that it was heavily guarded: several Fuzzy Lumpkin clones, armed with high-powered phasers, powerful enough to blow a head clean off without any stains, were guarding the entrance. The quorum hid behind the bushes.

"Drat," said Bubbles, "We're outnumbered."

Buttercup scoffed and faced a disappointed Bubbles.

"Hey, you must've forgot," she said, " We're the Powerpuff Girls, we can take 'em."

Bubbles grinned, anticipated for battle, but Blossom still remained cautious.

"There is no way we can go through there without being spotted," Blossom said.

"By the way being permanently shut down," said Bubbles.

Ben cleared his throat, "Let me have a go at it," he said.

Blossom was both confused and worried. She was still curious by Ben's superpowers.

"Are you crazy?" she whispered, "Or were you just born that way?"

Buttercup faced Blossom.

"Trust me," she said. Blossom sighed.

"Go ahead then," said Blossom, worried about Ben as he stood up. She began to wonder if Buttercup had finally lost her marbles. Bubbles observed carefully as Ben unsleeved his arm, revealing the Omnitrix. Blossom shook Buttercup's shoulders and told her to get Ben.

Buttercup refused and told Blossom to observe.

As the Fuzzy Lumpkin clones saw Ben heading towards them. They halted him and threatened thin that they will not hesitate to open fire if he continues. With a cocky smile, Ben quickly activated the Omnitrix, and slammed the dial down, engulfing in a bright, emerald-green light. Blossom and Bubbles had their mouthes open, nearly dropping to the ground. Buttercup had smug smile.

"Humungasaure!" Ben roared in his now transformed voice.

On the other side of the iron doors, Humungasaure threw the clones inside as he charged in. He looked back at the girls.

"Coming?" He asked.

"Yep," said Buttercup. Without saying a word, Blossom and Bubbles followed, astonished.

**Author's Note: **_Hi there people of the fan fiction community, this is MegaRdaniels who brought you the story, "Powerpuff Girls and Ben 10: When All Else Fails". I hope you all enjoyed this chapter as much as I did. Please always leave reviews, they are always appreciated. Until we meet again, I bid you all an adieu and..._

**Peace!**


	21. Chapter 21

**Disclaimer:** _I do not own Ben 10 or Powerpuff Girls. They belong to their rightful owners._

**Hi there people of the Internet, this is MegaRdaniels bringing you a new chapter for the story, "Powerpuff Girls and Ben 10: When All Else Fails". I hope you all enjoy this chapter as much as I have writing it. Please always leave reviews, they are always appreicated. Thankyou!**

**Hypno-Freaks**

Humungasaur walked in the long, white halls with the reunified Powerpuff Girls on his side.

"You guys are familiar with this Mojo character, how do we stop him?" Humungasaur asked.

"Normally we'll just kick his ass, but now he's just as dangerous then before," said Buttercup.

"Gee how long we been in suspended animation?" Blossom asked.

"A very long time," Buttercup said, now facing Ben, "Ben, Mojo had been our most redundant foe in our entire lives. He was just a villain-wannabe," Buttercup chuckled.

Ben shared a giggle with her as did the others.

"But three years ago, Mojo as well as the others began to age. Mojo was getting very old, very fast at the same time we were getting powerful on the planet," said Buttercup, "He was pretty bummed when he didn't get the golden key to the world."

"Golden key?" Humungasaur asked, confused.

"A key to the world, Greenie," Bubbles said.

"Oh."

"But like all powerful, halcyon rulers, we fell under the tyrannical rule of Mojo's totalitarian administration," said Buttercup.

"But why were we in neural enslavement?" Bubbles asked.

"Exactly, how'd he manage to control you for so many years?" asked Humungasur, "I remember Paradox saying about this compound this called..."

"Chemical X," the three girls said in unison.

"Chemical X?" Humungasuar was confused.

"So that's how he controlled us," said Bubbles.

"So all we have to do is get the Chemical X from Mojo and everything will be fine," said Blossom

"And then we beat the living crap out of Mojo for enslaving us, and turning this Planet into his sick totalitarian superstate," said Bubbles.

"That won't be so easy, guys," said Humungasaur.

"Why? You got a good idea Tyrannosaurus?" Bubbles asked, intimidated.

"The last bottle of Chemical X is extinct for the moment, he created a negative compound to the concoction, and that negative component, Chemical -X is the fault of all this," said Buttercup.

"Which means that, "said Humungasaur before he was engulfed in the familiar green light. Standing by his place is the teenaged boy wearing the green jacket, Ben Tennyson, "we need to find the element, and eradicate it as soon as possible. But I'm also surprised of the lack of guards besides the mutated hillbillies back there," said Ben.

"But is all what you said is true, why Buttercup wasn't infected? And why us?" Bubbles asked.

"That's a million dollar question, a question that I'll see to it - personally," said Buttercup walking pass the girls and Ben angrily.

When they came across to the end of the hallway, the hallway was intersected by two interconnecting halls: one going right and one going left.

"Okay, now what?" Bubbles asked.

"Um, Ben, is there an alien that could help us find Mojo?" asked Buttercup.

"Aliens?" Blossom was stumped.

"Mojo's layer wasn't this complicated before," said Bubbles.

"He's shuffling the cards to us, preparing us to play his little scam," said Buttercup.

Suddenly, there was a ghostly moan.

The girls and the Omnitrix wielder hid behind the wall.

"What was that?" Bubbles asked.

Ben leaned his head over the wall and saw a teenaged, red headed girl wearing a blue shirt over a white vested shirt, a black skirt, stockings, and a pair of dress shoes. Ben gasped immediately when he caught a shocking glimpse of...

"Gwen!" Ben yelled.

"Who?" Blossom was confused, she leered her head out and saw Ben running to the teenaged girl. The Powerpuff Girls ran towards Ben to help Gwen out.

Ben caught Gwen before she fell to the floor, the girls pulled her up.

"Gwen, what happened?" Ben asked.

"Maransa mundo..."

"What is she saying?" Bubbles asked, lost.

Suddenly, Gwen's eyes became pink as she stood up.

"You were always so foolish, dweeb," she said in an evil tone in her voice as she stood in her fighting stance.

"I can take her," said Bubbles as she ran over to Gwen only for her to land her fist in the air. Bubbles struggled to land a single blow upon her, but misses quickly. Gwen gave her rapid kick in the face, picked her up, threw her in the air, and gave her a powerful butterfly kick in a addition by landing in her feet, and threw several pink spheres at Bubbles.

"Bubbles!" Buttercup yelled, before she was bashed in the face by a metallic thud.

_**Author's Notes: Leave a review for more chapters!**_

**Peace!**


	22. Lair of the Damned

**Disclaimer:** _I do not own Powerpuff Girls or Ben 10. They belong to their rightful owners._

_**Hi there people of the fan fiction community! This is MegaRdaniels giving you a new chapter for the story, "Powerpuff Girls and Ben 10: When All Else Fails". I hope you all enjoy this fic as much as I enjoyed writing it. Please always leave reviews, they are always appreciated. Thank you!**_

**The Lair of the Damned**

Ben's POV

I opened my eyes after receiving that fatal blow to the face by my cousin. I groaned aching from the pain I was delivered upon me. I turned to my left and discovered that I was strapped on some metal cuffs; I was lying vertically on a metal cot with 4 juxtaposing needles by me. I struggled to get loose so I can reach my Omnitrix to free the girls, but it was no use. I looked at my foreground and saw Kevin rewiring a master computer. I whispered to him, trying to lure him in to find out why he attacked me. It wouldn't be long until I figured out that he was a slave under the control of the green grape ape, Mojo. Gwen stood in front of me; she was dressing in very skimpy clothing, a little loose than the other girl who wore the black-yellow bikini-like outfit. She had a lustful, but an unemotional look across her face. She smiled at me as her eyes glow hazel pink. I asked her why, but all she could answer was a simple, "You are nothing but a bug compared to the grand master."

"Mojo? Look, Gwen, he's not a master, he's using you! He's using all of you!" I said.

"Says the boy who gets all the credit," said Gwen smugly smiling at me as she gave me a rusty snicker. I turned to my left and saw the girls strapped, asleep. Buttercup was unconscious.

"Buttercup," I whispered.

She didn't respond.

"Buttercup," I said again.

Again, she did not respond.

"Buttercup!" I yelled.

I groaned in frustration, fearing that she might've faced the inevitable. I laid my head back, fearful, my eyes hauntingly ogled at the Omnitrix as I mind raced in the state of fickle. I was unsure on what to do. I was on the verge of the very thing that I never thought that I would never do. This monkey had kidnapped my friends, manipulated them somehow to his way of thinking, and then finally, recapturing and planning to reprogram the girls from head to toe.

Mojo appeared and stood in front of me. He had this confined smile across his evil, wrinkled face. His dark-gray, sullen face sunk down the more he chuckled.

"You must be the Ben Tennyson, I have heard about," said Mojo in a deep, monstrous tone.

"What have you done with my friends?" I demanded.

"You are so powerful, but yet naïve. I watched you and your team and estimated how you managed to not beat my best henchmen, but how your team managed to gain stronger by every beaten you guys received is practical but foolish. But what interested me is that watch you wear on your arm, a device you call the Omnitrix; the source to the uprising threat. You see, Ben Tennyson, you possess a power that can not only overthrow me and my administration, but empower the people the tension of hope and engross me with the attempt of defeat. You are no way near the level of God – no, not God, but Zeus, the king of all Gods. But that's all about to change. Once I unscrew your Omnitrix, and reprogram it, I'll conquer every world I come across," he said. He went to the master computer, facing me and illustrated his purpose of using the Omnitrix. He opened files, and showed me every world he has mapped out.

"From A," he showed me several footages from a town called Aaron City to a place called Coolsville, "…to Z." He showed me the footage of Mr. Smoothies, my world in Bellwood.

I was wide-eyed.

"And once I get all I need, you will be the secondary to my collection, the man that the world never knew. You will be in the dust, engrossed in soil – and rot." He went into my face and spat tiny particles of his saliva. I glared at him angrily.

"You will never…"

"Wait, haven't I heard the generic quota of karma before? Yeah, I have," he chuckled as the red guy was on the lever.

"Ready to pull the lever, Mojo," said the red man.

"Mark 2," said Mojo.

I closed my eyes, waiting for the worst until suddenly.

"Hey!" Mojo exclaimed angrily.

"What?" asked the red guy.

"Where is…"

"Right here!" yelled a heroic, feminine voice; Buttercup was on top of the master computer. I was smiling as if something switched on the happy button in my nervous system.

"How'd you?"

"For someone so smart, you are very dumb," said Buttercup.

**Author's Note:** _**Hi there friendly people of the fan fiction community! This is MegaRdaniels who gave you the update for the story, "Powerpuff Girls and Ben 10: When All Else Fails". I hope you all enjoyed this fic as much as I had writing it. Sorry for the hiatus on this story. I was busy this week and I wanted to keep everything balanced so that way I could keep doing what I wanted to do. I hope you all enjoyed this fic as much as I enjoyed writing it. Please always leave reviews, they are always appreciated. Until we meet again, I bid you all an adieu and….**_

**Peace! **


	23. Chapter 23

**Disclaimer:** _I do not own Powerpuff Girls or Ben 10. They belong to their rightful owners. _

_**Hi there people of the Internet! This is MegaRdaniels bringing you guys a new chapter for the story, "Powerpuff Girls and Ben 10: When All Else Fails". Sorry for the late update, I got caught up with my other stories that I forgot about this one! Anyway, only a few chapters left before I wrap this up! **_

_**I hope you guys enjoy this fic as much as i enjoy writing it! Please always leave reviews, they are always appreciated. **_

**Good vs. Evil**

_**Ben's POV**_

"Hey!" Mojo exclaimed angrily.

"What?" asked the red guy.

"Where is…"

"Right here!" yelled a heroic, feminine voice; Buttercup was on top of the master computer. I was smiling as if something switched on the happy button in my nervous system.

"How'd you?"

"For someone so smart, you are very dumb," said Buttercup.

Buttercup leaped into the air and slip down Mojo's wiring that interconnected from his computers to the main valve of the tank where the negative component is stored. She unsheathed her sword from her pockets and quickly swiped the blade on the straps setting me free. She threw her sword at her sisters setting them free as well.

"Ben, get my sisters, I'll deal with Banana breath!" Buttercup demanded.

"How'd you?"

"Slowed my blood pressure down, awesome huh? Now go!" Buttercup yelled. I nodded in agreement as I switched on my Omnitri, turned the dial and pressed it down.

I was engulfed in a layer of emerald green light. And when the light died down, standing in my place was a diamond creature that I called...

"Diamondhead!" I yelled.

I dashed over and caught Bubbles and Blossom.

Blossom opened her eyes.

"Ben?" Blossom was a bit confused.

"Nice to see you too!" I said.

Bubbles opened her eyes as she got up from my arms.

"You must be Houdini's long lost, abandoned cousin the way you transform like that!" Bubbles teased.

I glared.

Suddenly, we were blasted by my cousin, Gwen.

"Well well, looks like Dweeb's got a team," she said evilly.

"Gwen, I don't want to hurt you!" I roared.

"Poor, Ben, if only you had a brain!" Gwen roared as she threw a series of pink bolts at.

"Hold on!" Bubbles said dodging her attacks, "This bitch is mine!" Bubbles roared as she flew in towards her.

"Bubbles no!" Blossom said.

Unbeknownst to the both of us, Bubbles was dodging alot of Gwen;s attacks.

"Stay still you brat!" Gwen roared.

"Boy, and people call me whinny!" Bubbles said flying in and giving Gwen a powerful knockout blow square in the face, followed by grabbing her legs in miod air, threw her up and delivered her a powerful butterfly kick to her chest sending her to fly between Buttercup and Mojo who dodged her. She crashed to a wall, knocked out.

Suddenly, Kevin came by us charging in full speed.

_**3rd Person POV**_

"Pickaboo!" Kevin said as he gave Bubbles a sucker punch square in the jaw bone. Blossom, now infuriated, flew in to give Kevin rapid blows, however, Gwen cuts in and blasted her straight to a wall.

Ben pinned her down only for Kevin to toss him off of her.

Meanwhile, Buttercup was fighting Mojo, Princess, and Him. Ben backed towards her back to back. Bubbles, and Blossom soon followed that same route.

"Looks like we're toast," said Bubbles.

"Not this time!" said Buttercup as she landed the first blow to Kevin, then Gwen, and then Mojo.

Ben in the form of Diamondhead gave devastating blows to Him as for Blossom and Bubbles, they were giving fatal rapid blows towards Princess.

Buttercup was tossed in the air; she flipped forward and gave Kevin a high-flying, rapid butterfly kick, used his face to leap horizontally to Gwen, giving her a massive blow to the face, causing her to lose consciousness immediately. Eventually, she rolled on the ground and retrieved her sword.

"Come on monkey man," she said smugly.

Mojo ran up towards her, unsheathing his weapons.

"You will pay for your defiance!"Mojo roared angrily.

During rounds with Blossom, she was getting annoyed with Princess for the last time.

Princess landed in her feet, standing in her fighting stance.

"I kinda liked it when you guys were brain dead!" she yelled.

"You know what," Blossom said.

"Shut the hell up!" Blossom and Bubbles finished in unison angrily as they both gave her a fatal blow to the head. And to finish her off, Bubbles grabbed a pole from the valve viciously slammed her against her skull, creating blood to splash from her head.

Him flew in suddenly towards the girls.

Reacting quickly, Blossom grabbed a tube from the plugin from the valve that contained the negative component and jabbed it deeply in his eye.

"My eye!" Him screamed in excruciating, unbearable pain.

Bubbles used her heat vision at him, causing the chemicals left in the tube to react violently, sending a surge of them straight towards Him's brain, frying him alive in the inside out. His skin became charcoal black as smoke seeped from his ears. Brown, ooze followed.

"Good riddance," said Bubbles.

Meanwhile, Ben transformed back to normal, eager to cure his friend.

"Genetic damage detected, should we attempt to repair," said the Omnitrix.

"You've read my mind," said Ben as he placed his hand on Kevin and then Gwen, curing them both.

As all of that was happening, Mojo and Buttercup were equally matched.

"You've gotten stronger," said Mojo, panting, "Much stronger. Rage, i can sense it festering inside you, boiling."

"Just been practicing on killing you," said Buttercup raising her sword up in the air before she charged at him.

Mojo screeched and leaped in the air and gave her a painful roundhouse kick to the face, kicked the sword out her hands, and smashed her face up against the floor with enough force to crack a skull, three times over.

Buttercup, injured, she got up flew upwards in the air with Mojo on her back. Mojo grabbed her neck and threw her down to the ground; Buttercup bounced on the ground. He roared demonically as his eyes widened as if possessed.

"Buttercup!" Blossom, Bubbles, and Ben yelled in horror.

**Author's Notes:** _**Yep, the action is taking place yet again! What do you think the con clusion is going to be! Please state it in your reviews! This is MegaRdaniels signing out! **_

**Peace!**


	24. Chapter 24

**Disclaimer:** _I do not own the rights for Powerpuff Girls or Ben 10. They belong to their rightful owners. _

_**Hi there people of the Internet! This is MegaRdaniels bringing you a new chapter for the story, "Powerpuff Girls and Ben 10: When All Else Fails". I hope you guys enjoy this final showdown as much as I have. Please always leave reviews, they are always appreciated. Thank you!**_

**The Toll for Mojo**

_**3rd Person POV**_

Mojo screeched and leaped in the air and gave her a painful roundhouse kick to the face, kicked the sword out her hands, and smashed her face up against the floor with enough force to crack a skull, three times over.

Buttercup, injured, she got up flew upwards in the air with Mojo on her back. Mojo grabbed her neck and threw her down to the ground; Buttercup bounced on the ground. He roared demonically as his eyes widened as if possessed.

"Buttercup!" Blossom, Bubbles, and Ben yelled in horror.

Buttercup got up, injured as Mojo stood before, stomping on her back. He grabbed her sword and rose it up in the air as he began to gloat.

"Ha, I Mojo Jojo has defeated the one and only Yalen, Case in point: Buttercup," he said, "And thus that I feared for the past four years, the imminent threat shall come to pass permanently," he said as he raised his sword up, ready to decapitate her.

After Gwen and Kevin were finally cured, Ben glared and growled at Mojo.

"Hey, you leave her alone!" he yelled as he lifted his arm. Bubbles and Blossom stood by his side as he began to run, only for the Amoeba boys to come running up towards them and grab ahold to them.

"Let me go!" Ben demanded.

The girls were struggling as well to trying to break free.

"What's wrong, too weak to break through us?" asked the leader of the Amoeba Boys.

"I can't reach the Omnitrix," said Ben, struggling to reach the watch.

Meanwhile, Mojo held his sword up, readying himself to swing it through Buttercup's neck. "Any last words?" he asked in a grave voice.

"Yes, three," she said in a very grim voice, chuckling at him. Scaring him.

She continued to chuckle which was creeping most of Mojo's henchmen to the core.

"What's so funny?" he asked her.

"You," she said, "Congratulations, you have won. You finally caught me in your own abysmal trap. Well done. I never thought you'll make it thus far. How does it feel, Mojo? How does it feel to win?"

Ben was getting scared.

"Buttercup?" he called.

Buttercup ignored her.

"For years, I try to play the badass with a heart. Meaning, that I'll kick your ass, but with a righteous mind. Never go overboard, but seems to me that moral is just a made up word created by people who are just as tyrannical as you. I see that now. It is that my spirit, and my quest for liberation had faltered to a degree of absolute 0. And for that, I thank you," said Buttercup.

"What are you getting at?" he asked, a little scared.

"Amalgamation," she said softly, "A white flag."

"Buttercup no!" Ben begged, being drowned in the Amoebas.

"Help!" Blossom said.

"Buttercup!" Bubbles cried.

Mojo smiled evilly, seeing Buttercup's change.

"Rise," he said.

Buttercup slowly rose.

"No!" Ben yelled.

"I'm glad you get to see things my way," said Mojo.

"Always a pleasure," Buttercup French kissing Mojo. Mojo gladly returned it. He wrapped around his arms around her waist as they kissed. The three heroes were all shocked. They knew automatically that there was no way out.

They broke the kiss and Buttercup ehaled with pleasure.

"I'm glad that you get to see things my way," said Mojo.

"I'm glad you get to see that too," said Buttercup smiling.

Mojo was confused.

"What does that suppose to mean?" he asked with a confused look across his face.

Buttercup put her lips against Mojo's left ear, taking a seductive stance.

"_That you can burn in hell_," she whispered to the wide-eyed Mojo.

"What?"

In a swift swoop, Buttercup kicked Mojo's shin, causing him to topple over. He dropped the sword to the ground and sliced his stomach.

"Ahhh!" Mojo screamed as blood seeped out.

Ben, Bubbles, and Blossom were all shocked, relieved, but shocked at Buttercup's breakdown.

Mojo turned to face her - until...

BOOM!

A large heat ray busted through her eyes towards Mojo's face. After the cheap attack, Mojo's face was bleeding. He went screaming in pain as he threw the sword. Buttercup catched it, and finally swung her sword at Mojo's neck. The neck tore through the skin, through his arteries and out through the spinal cord. Blood forced out of his neck as the torso squirted it out like a water fountain. His malice blood splashed to Buttercup's face.

The tyrant's head flew in the air, blood still seeping out, and then finally collided to the ground with a deep thud.

"Curses," he said weakly - until Buttercup smashed his skull into billions of shards. Blood splattered around her.

Now wide-eyed, The Amoeba Boys and the heroes inside them all awed her in both admiration and fear.

She got up, straightened up and breathed, letting all the pain and anger out. Blood and the remains of Mojo's brain slithered off of her. She turned her head towards them and angrily narrowed their eyes at them.

The Amoeba Boys spat them out and ran.

Buttercup collapsed to the floor.

Ben and the gang came over to catch her.

**Author's Notes:** _**Yes, I know. I know, graphic. But hell, would you want to end an epic story something a little over the top? Just saying. Anyway, make way for the final chapter! **_


	25. Chapter 25

**Disclaimer:** _I do not own the rights for Powerpuff Girls or Ben 10. They belong to their rightful owners._

_**Hi there people of the Internet! This is MegaRdaniels bringing you a new, and last chapter for the story, "Powerpuff Girls and Ben 10: When All Else Fails. I hope you guys had a fun time reading this fic. Please always leave reviews, they are always appreciated. Thankyou**_.

**Liberation**

The net day, the citizens of Townsville gathered around in celebration for the city's and the world's liberation from Mojo's tyrannical rule, and for the first time in the city's history, and thus the world, the sun shone again.

The Reunified Powerpuff Girls were cheered upon once again as for Ben and the gang, they joined in with them. Buttercup smiled at the trio, mostly at Ben; he returned the smile right back to her. By the time the crowd reached downtown, they dropped the heroes and rejoiced. The girls smiled at their success, mostly at Buttercup. Now that the girls were redeemed as heroes again, the girls looked at Ben's team as they clapped, congratulating them. Finally, after four painful years of enduring the tyrannical reign of the darkness, the girls rejoiced in celebration in downtown. The girls smiled as wide as their lips could take. It was a rejuvenation for innocence for their beloved town. However, it was still empty for them, knowing that their father had been murdered during Mojo's rule. But alas, peace now reign in their town, on their planet for the first time in four years.

Meanwhile with the Alien Force, a man wearing a lab coat tapped on Ben's shoulders. The Alien Force turned around and saw Professor Paradox smiling at them.

"Paradox?" Ben said happily.

"Nice to see you again Ben, or is it now? Time Travel can make verb tenses so confusing," he chuckled.

"Let me guess, its time right? No pun intended?" Kevin asked the Time Walker.

"Correct, I'm afraid that our work here is done," said Paradox.

Just before the Alien Force left, Buttercup turned around and saw the Alien Force interacting with the strange man wearing a lab coat.

Suspicious, she went ahead to check it out. Bubbles and Blossom followed.

"Ben?" Buttercup called.

Ben turned to Buttercup who was a bit curious about the man standing before them.

"Um, guys care to share us your friend?" Bubbles asked.

"Ah, Bubbles, nice to see you! Taking the warrior route I'm afraid will not help you in the future. Normally, that's Buttercup's forte, but who's complaining," he said.

Bubbles rose her eyebrow. "First that Omni-Thingy, then Gwen's spells, Kevin's absorbtion, and now some stalker? Okay, creeped out level peaked!" Bubbles said holding her head.

"Who are you?" Blossom asked.

"That's Professor Paradox," said Kevin.

"He's the reason we're here," Gwen said.

Buttercup was confused, "I heard Kevin said, 'it's time'. What are you implying?"

"It means it's time for us to go," said Ben.

Buttercup felt heartbroken, but she knew from the start that Ben and the others were not from around their world. She lowered her head.

"Leave? You can't leave? I wanted to spar on Ben? He still owe me from not telling me about that darn watch!"

"Hey what about me?" Kevin yelled, feeling left out.

"You? You suck!" Bubbles shouted.

"What was that blondie?"

"Yeah you heard me, you suck!"

"Enough!" Buttercup finally broke the fight, she turned to Paradox and said, "I understand."

Paradox nodded at Buttercup.

She walked towards Ben, "Even if we are several light years apart, I will never forget you," she said.

Ben smiled, "Likewise."

"Alright, we are running out of time, Ben best say your goodbyes," said Paradox.

"So is this goodbye?" Ben asked.

Buttercup smiled, hugged and kissed him on the lips. She broke it off, and gave Ben a sweet smile.

Ben gladly returned it.

Kevin grabbed Ben's arm and dragged him net to Gwen.

"C'mon Romeo," said Kevin.

Just before they left, the Alien Force and Paradox all waved at the Powerpuff Girls - and then suddenly...

They were gone in a flash of blue light. And when the light died down stood nothing. The Alien Force was gone.

The Buttercup and the girls all smiled and looked up to the sky where the sun now shines.

_**The End.**_

**Author's Notes:** _**Hi there people of the Internet! This is MegaRdaniels who gave you the final chapter for Powerpuff Girls and Ben 10: When All Else Fails. I hope you guys enjoyed it. Tell me what you guys thought of the chapter. Please always leave reviews, they are always appreciated. Until we meet again, I bid you guys an adieu and...**_

**Peace!**


	26. Final Thoughts

**Disclaimer: **_I do not own The Powerpuff Girls or Ben 10. They belong to their rightful owners._

**Final Thoughts**

**Hi there people of the Internet! I hope guys enjoyed this story! As for many who asked if I was going to make another story on the Powerpuff Girls, yes I am, but its going to be non canon. In fact, this is episode based. Yes, episode based. **

**If you can name any episode, what do you think this crossover will be appropriate and when?**

**Until then, this is MegaRdaniels, signing out!**

**Peace!**


End file.
